Terms of Service

• -- Agreement -- means these Terms of Service, together with our Privacy Policy and any other policies or operating rules posted by us on the Site
• -- User -- -- -- you -- -- or -- -- your -- -- means any individual or entity who accesses or uses the Site or Services, whether registered or unregistered
• -- Content -- means any text, images, graphics, code, data, designs, marks, logos, trademarks, service marks, trade dress, and any other materials displayed on or made available through the Site
• -- Intellectual Property Rights -- means all current and future copyrights, patents, trademarks, service marks, trade secrets, database rights, design rights, moral rights, and all other proprietary rights throughout the world, whether registered or unregistered
• -- Services -- means the Site together with any professional services, consulting engagements, platform access, software development, infrastructure design, and any other offerings provided by the Company under a separate written agreement
• -- Third-Party Content -- means any materials, services, links, or content that originate from sources outside the Company and are accessible through the Site

In these Terms, headings are for convenience only and shall not affect interpretation. The words -- includes -- -- -- including -- -- and -- -- for example -- -- are not limiting. References to statutes or regulations include any amendments, replacements, or re-enactments thereof. A reference to a person includes any natural person, corporation, limited liability company, partnership, trust, unincorporated association, government authority, or any other legal entity.

You must be at least eighteen years of age to use the Site. By accessing the Site, you represent that you have reached the age of majority in your jurisdiction of residence and possess the legal capacity to enter into a binding contract. If you are under eighteen, you are expressly prohibited from using the Site. We do not knowingly collect personal information from individuals under the age of sixteen, as further detailed in our Privacy Policy.

If you are accessing the Site on behalf of a corporation, partnership, limited liability company, or any other legal entity, you represent and warrant that you are duly authorized to bind such entity to these Terms. In such case, -- you -- -- and -- -- your -- -- shall refer to both you individually and the entity you represent. You further represent that the entity you represent is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation.

The Site is intended for use by persons located in jurisdictions where the content and operation of the Site do not violate any applicable laws or regulations. You may not use the Site if you are located in a country that is subject to a United States government embargo, or that has been designated by the United States government as a -- terrorist supporting -- -- country, or if you are listed on any United States government list of prohibited or restricted parties.

The Site is provided for informational and marketing purposes. Descriptions of services, capabilities, technologies, and case references on the Site are illustrative in nature and do not constitute an offer, warranty, or representation of specific outcomes. The Company makes no guarantee that any particular result, deliverable, or timeline described on the Site will be achieved in any specific engagement.

The Company reserves the right to modify, suspend, or discontinue any aspect of the Site or Services at any time without prior notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Site or any portion thereof. The Company does not warrant that the Site will be available on an uninterrupted, timely, secure, or error-free basis.

Any professional services relationship between you and the Company shall be governed exclusively by a separate master services agreement, statement of work, or engagement letter executed by both parties. In the event of a conflict between these Terms and any separately executed agreement, the separately executed agreement shall control with respect to the specific engagement described therein.

The Site and its entire contents are protected under United States and international copyright, trademark, trade dress, patent, trade secret, and other intellectual property laws. SDA Digital Ventures LLC, the SDA Digital name, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates. You may not use such marks without the prior written permission of the Company.

Subject to your strict compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and view the Content made available on the Site for your personal, non-commercial use. This license does not include any right to reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any Content except as expressly permitted by these Terms.

You may not copy, reproduce, republish, upload, post, publicly display, encode, translate, transmit, distribute, sell, license, or otherwise exploit the Content for any commercial purpose without express prior written consent from the Company. You may not use any data mining, robots, or similar data gathering or extraction methods on the Site. You may not delete or alter any copyright, trademark, or other proprietary rights notices from copies of Content.

By submitting any information, feedback, suggestions, ideas, or materials through the Site -- including through our contact form -- you grant the Company an irrevocable, perpetual, worldwide, royalty-free, fully paid-up license to use, reproduce, modify, adapt, publish, translate, distribute, and display such submissions in connection with the operation of our business, without compensation or attribution to you.

You acknowledge that the Company relies on the accuracy of the information you provide in responding to inquiries, preparing proposals, and delivering services. The Company shall not be liable for any losses, damages, or delays arising from your provision of inaccurate, incomplete, or misleading information. You agree to indemnify the Company against any claims, damages, or costs resulting from your failure to provide accurate information.

You represent and warrant that your use of the Site and Services will comply with all applicable federal, state, local, and international laws, statutes, ordinances, regulations, and judicial or administrative orders. You may not use the Site for any purpose that is unlawful, fraudulent, or prohibited by these Terms.

As a user of the Site, you agree not to engage in any of the following prohibited activities:

• Systematically retrieving data or Content from the Site to create or compile a database, directory, or compilation without written permission
• Circumventing, disabling, or otherwise interfering with security-related features of the Site, including features that prevent or restrict use or copying of any Content
• Engaging in unauthorized framing of or linking to the Site, or using any automated means -- including spiders, robots, crawlers, or scrapers -- to access the Site
• Introducing any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful to the Site
• Attempting 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
• Attacking the Site via a denial-of-service attack or a distributed denial-of-service attack
• Using the Site in a manner inconsistent with any applicable laws or regulations, or for any purpose that is harmful, threatening, abusive, harassing, defamatory, or obscene
• Attempting to impersonate the Company, a Company employee, another user, or any other person or entity
• Using any information obtained from the Site to harass, abuse, or harm another person
• Uploading or transmitting -- or attempting to upload or transmit -- any material that acts as a passive or active information collection or transmission mechanism

The Company reserves the right to investigate and take appropriate legal action against anyone who, in the Company's sole discretion, violates this clause, including reporting such violations to law enforcement authorities. The Company may, without limitation, terminate or suspend your access to the Site, block your IP address, and contact your internet service provider regarding your conduct.

The Company has no control over, and assumes no responsibility for, the content, privacy policies, terms of service, or practices of any third-party websites or services. You acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any third-party websites or services.

We strongly advise you to read the terms of service and privacy policies of any third-party websites or services that you visit. Your interactions with organizations or individuals found on or through the Site, including payment and delivery of goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such organizations or individuals.

For purposes of these Terms, -- -- Confidential Information -- -- means any information disclosed by one party -- the -- Disclosing Party -- -- to the other party -- the -- Receiving Party -- -- that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, trade secrets, know-how, business plans, financial information, customer lists, technical specifications, source code, software architectures, project requirements, and any other proprietary information.

The Company shall use Confidential Information solely for the purpose of evaluating and performing services requested by you and shall protect such information using the same degree of care that it uses to protect its own confidential information of like nature, but in no event less than a reasonable standard of care. The obligation of confidentiality shall survive termination of these Terms for a period of three years, or indefinitely in the case of information constituting a trade secret under applicable law.

Confidential Information does not include information that: -- a -- -- is or becomes generally available to the public other than as a result of a breach by the Receiving Party; -- b -- -- was lawfully in the Receiving Party's possession prior to disclosure; -- c -- -- is independently developed by the Receiving Party without use of or reference to the Confidential Information; or -- d -- -- is required to be disclosed by applicable law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt notice thereof.

The Company does not sell products or services through the Site, and the Site does not contain a payment gateway or shopping cart functionality. You should not attempt to send payment information of any kind through the Site's contact form or by any other means available on the Site. The Company disclaims all liability for unsolicited payment information transmitted through the Site.

Each party is responsible for paying its own taxes arising from its activities under these Terms and any applicable engagement agreement. The Company shall charge and you shall pay any applicable sales, use, value-added, goods and services, or similar taxes as required by law in connection with any services rendered, unless you provide a valid tax exemption certificate.

The Company makes no warranties or representations about the accuracy, reliability, completeness, or timeliness of the Content or about the results that may be obtained from using the Site. Without limiting the foregoing, the Company disclaims any implied warranties of merchantability, fitness for a particular purpose, non-infringement, title, quiet enjoyment, data accuracy, system integration, and any warranties arising out of course of dealing, usage, or trade practice.

The Company does not warrant that the Site will operate error-free, that defects will be corrected, that the Site or the servers that make it available are free of viruses or other harmful components, or that any information stored or transmitted through the Site will not be lost, corrupted, or intercepted. The Company assumes no responsibility for the deletion, failure to store, or untimely delivery of any information or Content.

The Content on the Site is provided for general informational purposes only and does not constitute professional advice of any kind. No client, advisory, fiduciary, or professional relationship is formed between you and the Company merely by your visit to the Site or your submission of information through the contact form. You should consult with a qualified professional for advice tailored to your specific circumstances.

This limitation of liability applies to all claims, whether based on warranty, contract, tort -- including negligence -- -- strict liability, statute, or any other legal theory, and whether or not the Company has been advised of the possibility of such damages. The limitation extends to, without limitation, damages for loss of profits, loss of revenue, loss of data, loss of goodwill, loss of business opportunity, business interruption, computer failure or malfunction, or any other commercial damages or losses.

Notwithstanding anything to the contrary contained herein, the Company's aggregate liability to you for any cause whatsoever and regardless of the form of the action shall at all times be limited to the greater of: -- a -- -- one hundred United States dollars -- -- $100.00 -- -- or -- b -- -- the total amount paid by you, if any, to the Company during the twelve-month period preceding the event giving rise to the claim. The existence of more than one claim shall not enlarge this limit.

You acknowledge and agree that the disclaimers of warranties and limitations of liability set forth in these Terms reflect a reasonable and fair allocation of risk between you and the Company and form an essential basis of the bargain between the parties. The Company would not be able to provide the Site to you on an economically reasonable basis without these limitations.

Your indemnification obligation applies to claims arising from: -- a -- -- your breach of any provision of these Terms; -- b -- -- your violation of any applicable law, rule, or regulation; -- c -- -- your violation of the rights of any third party, including intellectual property rights, privacy rights, or publicity rights; -- d -- -- any content or material you submit, post, or transmit through the Site; -- e -- -- any misrepresentation made by you; and -- f -- -- any other party's access and use of the Site with your assistance or using your device or internet connection.

The Company reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You agree to cooperate fully with the Company in asserting any available defenses and shall not, in any event, settle any matter without the prior written consent of the Company.

Upon termination of your access to the Site, your right to use the Site shall immediately cease. All provisions of these Terms which by their nature should survive termination shall survive, including without limitation ownership provisions, warranty disclaimers, limitations of liability, indemnification obligations, and the dispute resolution provisions set forth in Clause 14.

The Company shall not be liable to you or any third party for any termination of your access to the Site or any related services. If you are dissatisfied with the Site or with any of these Terms, your sole and exclusive remedy is to discontinue use of the Site.

Before initiating any formal legal proceeding, you agree to first contact the Company directly and attempt to resolve the dispute informally. You shall provide the Company with a written notice describing the nature and basis of the claim or dispute and the specific relief sought. The parties shall have a period of sixty calendar days from the date of receipt of such notice to attempt to resolve the dispute through good-faith negotiations. If the dispute is not resolved within this period, either party may proceed to formal dispute resolution.

Any dispute not resolved through the informal process described in Section 14.1 shall be finally settled by binding arbitration administered by the American Arbitration Association -- AAA -- in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties, or failing agreement, appointed by the AAA. The arbitration shall take place in Salt Lake County, Utah, unless the parties mutually agree to a different location or conduct the arbitration remotely via videoconference.

You and the Company agree that any dispute resolution proceedings will be conducted exclusively on an individual basis and not in a class, consolidated, or representative action. You waive any right to participate in a class action lawsuit or class-wide arbitration against the Company. If for any reason a claim proceeds in court rather than in arbitration, both parties waive any right to a jury trial.

These Terms, their subject matter, and their formation -- including any non-contractual disputes or claims -- are governed by and construed in accordance with the laws of the State of Utah, United States of America, without giving effect to any choice-of-law or conflict-of-law principles that would result in the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.

Notwithstanding the arbitration provision above, the Company may seek injunctive or other equitable relief to protect its Intellectual Property Rights or Confidential Information in any court of competent jurisdiction. In such case, you consent to the exclusive personal jurisdiction of and venue in the state and federal courts located in Salt Lake County, Utah, and waive any objection based on inconvenient forum.

Modifications to these Terms shall become effective immediately upon posting to the Site, unless a different effective date is specified in the posted update. Your continued use of the Site after the effective date of any modification constitutes your irrevocable acceptance of the modified Terms. If you do not agree to the updated Terms, you must cease all use of the Site immediately.

Material changes include, but are not limited to, changes to the scope of permitted use of the Site, the addition or modification of fees, changes to the dispute resolution or arbitration provisions, changes to the limitation of liability, and changes to the intellectual property provisions. The Company will endeavor to highlight material changes in the posted update notice. A change shall be deemed material if it would reasonably be expected to affect a user's decision to continue using the Site.

These Terms, together with our Privacy Policy and any other legal notices or additional terms published by the Company on the Site, constitute the entire agreement between you and the Company concerning your use of the Site and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the subject matter hereof.

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, shall be severed from these Terms. The remaining provisions shall continue in full force and effect and shall be construed so as to best effectuate the original intent of the parties.

The failure of the Company to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. No waiver of any term, provision, or condition of these Terms shall be effective unless it is in writing and signed by an authorized representative of the Company. A waiver granted on one occasion shall not constitute a waiver on any other occasion.

You may not assign, delegate, or transfer your rights or obligations under these Terms, in whole or in part, without the prior written consent of the Company. Any attempted assignment, delegation, or transfer in violation of this provision shall be null and void. The Company may freely assign these Terms without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

Nothing in these Terms shall be construed as creating a partnership, joint venture, agency, franchise, employment, or fiduciary relationship between you and the Company. Neither party has the authority to bind the other or incur obligations on the other's behalf without the other's prior written consent. Each party is an independent contractor operating in its own name and for its own account.

The Company shall not be liable or responsible for any failure to perform or delay in performance of any obligation under these Terms that is caused by events outside its reasonable control -- a -- -- Force Majeure Event -- -- -- including but not limited to acts of God, war, terrorism, riot, embargoes, acts of civil or military authorities, fire, floods, earthquakes, epidemics, pandemics, labor disputes, strikes, shortages, internet or telecommunications failures, cyber attacks, or any other cause beyond the Company's reasonable control.

All notices required or permitted to be given under these Terms shall be in writing. Notices to the Company shall be sent by email to reach@sdadigital.hair or by certified or registered mail to SDA Digital Ventures LLC, 7533 S Center View Ct, West Jordan, UT 84084-5526, United States. Notices to you may be sent to the email address you provided through the Site's contact form or as otherwise communicated to the Company. Notice shall be deemed given on the date of delivery if sent by email, or five business days after mailing if sent by certified mail.

The section headings and clause titles used in these Terms are included for convenience only and shall not be used in the interpretation or construction of these Terms. The substantive provisions of each clause and section shall control, and no inference shall be drawn from the placement or ordering of any provision.