Site Terms & Conditions

Last Modified: August 25, 2023

These terms of use are entered into by and between You and Ludia Consulting and, as applicable, our subsidiaries and affiliates (“Ludia Consulting,” “we,” or “us”). The following terms and conditions, andany other documents expressly incorporated by reference (these “Terms“), govern your access to and use of this Site ludiaconsulting.com (the “Site”) and all content, functionality, and services thereto, including, without limitation, third-party payment processors and their Site, offered on or through the Site.

Please read the Terms carefully before you start to use the Site. By using the Site, you accept and agree to be bound and abide by these Terms and our Privacy Policy incorporated herein by reference. If you do not want to agree to these Terms or the Privacy Policy, you must not access or use the Site.

This Site is offered and available to users who are 18 years of age or older and reside in the United States. By using this Site, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Site.

THESE TERMS SUPPLEMENT AND ARE IN ADDITION TO THE TERMS SET FORTH IN ANY WRITTEN AGREEMENT YOU HAVE ENTERED INTO WITH US (“CUSTOMER CONTRACT”) OR ANY INVOICE THAT YOU RECEIVE FROM US. IN THE EVENT OF A CONFLICT BETWEEN THESE TERMS AND CONDITIONS AND ANY CUSTOMER AGREEMENT OR INVOICE, THE TERMS OF THE CUSTOMER AGREEMENT OR INVOICE SHALL CONTROL.

We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Site thereafter.

Your continued use of the Site following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

You represent and warrant that if you are accessing the Site, including any payment services described herein, on behalf of a third-party that you are fully authorized to act on its behalf and enter into these Terms. We reserve the right to withdraw or amend this Site, and any service or material we provide on the Site, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Siteis unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Site, or the entire Site, to users, including registered users.

You are responsible for both:

• Making all arrangements necessary for you to have access to the Site.
• Ensuring that all persons who access the Site through your internet connection and/or on your behalf are aware of these Terms and comply with them.

To access the Site or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Site that all the information you provide on the Site is correct, current, and complete. You agree that all information you provide to register with this Site or otherwise, including, but not limited to, through the use of any interactive features on the Site, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is unique to you and agree not to provide any other person with access to this Site or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.

If at any time the Site includes functionality enabling you to order products from us, then by confirming your purchase at the end of the checkout process, you agree to accept and pay for the products as well as all applicable shipping and handling charges and taxes.

You may use the Site to pay invoices for products you have purchased from Ludia Consulting. You may make payments using the following payment options that may be provided through third parties we have engaged to assist in processing the payments on our behalf: (i) the Automated Clearing House (“ACH”), (ii) business credit cards, or (iii) business debit cards. Each payment request you make on the Site will be referred to as a “Transaction.” You authorize us and/or our third-party payment processors to initiate and process the payment of each Transaction in the amount you indicated on the Site. For each Transaction, you agree to comply with all obligations imposed on you by federal, state or local laws, rules or regulations, and those rules of the ACH or credit card networks.  In addition, you agree that all Transactions are for business purposes and that you will only use business cards and business bankaccounts (demand deposit or savings) to authorize an ACH or card Transaction.

The Site and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Ludia Consulting, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Site, except as follows:

• You may store files that are automatically cached by your Web browser for display enhancement purposes; and
• You may print one copy of a reasonable number of pages of the Site for use in connection with the services provided on the Site and not for further reproduction, publication, or distribution.

You must not:

• Modify copies of any materials from this Site;
• Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text; or
• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this Site.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Site in breach of the Terms, your right to use the Site will terminate immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Site or any content on the Site is transferred to you, and all rights not expressly granted are reserved by Ludia Consulting and/or its applicable licensors or other providers. Any use of the Site not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.

You may use the Site only for lawful purposes and in accordance with these Terms. You agree not to use the Site:

• In any way that violates any applicable law or regulation;
• To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation;
• To impersonate or attempt to impersonate Ludia Consulting, a Ludia Consulting employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing); or
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or which, as determined by us, may harm Ludia Consulting or users of the Site, or expose them to liability.

Additionally, you agree not to:

• Use the Site in any manner that could disable, overburden, damage, or impair the Site or interfere with any other party’s use of the Site, including their ability to engage in real time activities through the Site;
• Use any robot, spider, or other automatic device, process, or means to access the Site for any purpose, including monitoring or copying any of the material on the Site;
• Use any manual process to monitor or copy any of the material on the Site, or for any other purpose not expressly authorized in these Terms, without our prior written consent;
• Use any device, software, or routine that interferes with the proper working of the Site;
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer, or database connected to the Site;
• Attack the Site via a denial-of-service attack or a distributed denial-of-service attack; or
• Otherwise attempt to interfere with the proper working of the Site.

All information we collect on this Site is subject to our Privacy Policy. By using the Site, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

We are not responsible for any use, transfer or security of data or information by or for the applicable privacy practices of third parties to whom your information is provided pursuant to your use of the Site, as described above.

If you interact with third parties pursuant to your use of the Site, you are solely responsible for your decision to permit any such third parties to access or use personal information to which you have granted access. We have no responsibility or liability for such interactions or the resulting data access and use.

If the Site contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party Sites linked to this Site, you do so entirely at your own risk and subject to the terms and conditions of use for such Sites.

You understand that we cannot and do not guarantee or warrant that files available for downloading from the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY SITE LINKED TO IT.

YOUR USE OF THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK. THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER LUDIA CONSULTING NOR ANY PERSON ASSOCIATED WITH LUDIA CONSULTING MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER LUDIA CONSULTING NOR ANYONE ASSOCIATED WITH LUDIA CONSULTING REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, LUDIA CONSULTING HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL LUDIA CONSULTING, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, ANY SITES LINKED TO IT, ANY CONTENT ON THE SITE OR SUCH OTHER SITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

You agree to defend, indemnify, and hold harmless Ludia Consulting, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Site, including, but not limited to, any use of the Site‘s content, services, and products other than as expressly authorized in these Terms or your use of any information obtained from the Site. We reserve the right, in our sole discretion and at our own expense, to assume the exclusive defense and control of any claims. You agree to reasonably cooperate as requested by us in the defense of any claims. You may not settle any claims without our prior written consent.

All matters relating to the Site and these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal 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 any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Site shall be instituted exclusively in the federal courts of the United States or the courts of the State of Oregon, in each case located in the County of Multnomah. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Before seeking legal recourse for any harm you believe you have suffered arising from or related to your use of the Site, you agree to inform us in writing and to give us thirty (30) days to cure the harm before initiating any action.

No waiver by Ludia Consulting of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Ludia Consulting to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. To be effective, any waiver by Ludia Consulting must be in writing and signed by an authorized representative of Ludia Consulting.

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

The Terms and our Privacy Policy constitute the sole and entire agreement between you and Ludia Consulting regarding the Site and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Site.

You may not assign or otherwise transfer ownership of your rights and obligations under these Terms to anyone without our prior written approval. We may freely assign, transfer and delegate our rights and obligations under these Terms.

Ludia Consulting shall not be in default or otherwise liable for any delay in or failure of its performance under this Agreement where such delay or failure arises by reason of any cause beyond Ludia Consulting’s control.  Certain obligations may require the cooperation of third parties outside the control of Ludia Consulting.  In the event such third parties fail to cooperate in a manner that reasonably permits the performance of Ludia Consulting’s obligations, such failures shall be considered as causes beyond the control of Ludia Consulting and shall not be the basis for a determination that Consulting is in breach of any of its obligations under this Agreement or is otherwise liable.