Acceptance of Terms

These Terms of Use ("Terms") govern your access to and use of the website operated by Botoff Consulting, LLC ("Botoff," "we," "us," or "our"), including all content, features, functionality, forms, downloads, communications, and other materials available through the website (collectively, the "Site").

By accessing or using the Site, submitting information through the Site, downloading materials, clicking to accept these Terms where presented, or otherwise using the Site after being presented with a link to these Terms, you agree to be bound by these Terms. If you do not agree, do not access or use the Site.

If you use the Site on behalf of a company or other organization, you represent that you have authority to bind that organization to these Terms. In that case, "you" includes both you and the organization you represent.

These Terms govern use of the Site only. Any consulting services, advisory services, professional services, client engagements, nondisclosure obligations, master services agreements, statements of work, or other commercial arrangements with Botoff are governed solely by a separately signed written agreement. If these Terms conflict with a separately signed agreement between you and Botoff, the separately signed agreement controls with respect to the subject matter of that agreement.

Changes to These Terms

We may update these Terms from time to time. The "Last Updated" date above indicates when these Terms were most recently revised. Updated Terms are effective when posted unless otherwise stated. Your continued use of the Site after updated Terms are posted means you accept the updated Terms.

Site Content and Intellectual Property Rights

The Site and all content and functionality on the Site, including text, graphics, logos, icons, images, videos, audio, downloads, data, design, layout, selection, arrangement, software, and other materials (collectively, "Site Content"), are owned by Botoff, its licensors, or the original creators of the materials and are protected by U.S. and international intellectual property laws.

Except for the limited license expressly granted below, no right, title, or interest in the Site or Site Content is transferred to you. All rights not expressly granted are reserved by Botoff and its licensors.

Limited License and Use of Site Content

Subject to these Terms, Botoff grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Site and to view, print, and download reasonable portions of Site Content solely for your personal evaluation or internal business reference.

You may not modify Site Content or remove, obscure, or alter any copyright, trademark, confidentiality, attribution, or other proprietary notice. This limited license terminates automatically if you breach these Terms.

·       You may not copy, reproduce, distribute, republish, display, post, transmit, sell, license, create derivative works from, or otherwise exploit Site Content except as expressly permitted by these Terms or with Botoff’s prior written consent.

·       You may not mirror, frame, deep-link in a misleading manner, or otherwise make the Site or Site Content appear to be provided by anyone other than Botoff.

·       You may not use Site Content in any publication, advertisement, training material, competitive analysis, benchmarking material, artificial intelligence system, machine learning model, dataset, or other commercial product or service without Botoff’s prior written consent.

Prohibited Uses

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

·       violate any law, regulation, contractual obligation, or third-party right;

·       copy, scrape, crawl, harvest, mine, index, extract, or compile Site Content except as expressly permitted by these Terms or by standard search-engine indexing that respects robots.txt and other technical restrictions;

·       train, develop, test, benchmark, validate, improve, or operate any artificial intelligence, machine learning, large language model, automated decision system, or similar technology without Botoff’s prior written consent;

·       interfere with, disrupt, disable, overburden, impair, or compromise the security, integrity, or availability of the Site or any related system;

·       attempt to gain unauthorized access to the Site, user accounts, systems, networks, source code, data, or non-public areas of the Site;

·       introduce viruses, malware, malicious code, corrupted files, automated scripts, bots, or other harmful or disruptive technologies;

·       impersonate Botoff or any other person or entity, or falsely imply any affiliation, sponsorship, endorsement, partnership, or authorization by Botoff;

·       use the Site or Site Content for any unlawful, defamatory, harassing, abusive, fraudulent, deceptive, competitive, or commercially unreasonable purpose; or

·       assist or permit any third party to do any of the foregoing.

Trademarks, Logos, and Linking

The trademarks, service marks, trade names, logos, and brand features displayed on the Site (collectively, "Trademarks") are registered or unregistered trademarks of Botoff or third parties. Nothing on the Site grants, by implication, estoppel, or otherwise, any license or right to use any Trademark or other Botoff intellectual property without prior written permission from Botoff or the applicable owner.

You may not use Botoff’s name, Trademarks, logos, or Site Content in advertising, publicity, press releases, client lists, endorsements, case studies, promotional materials, or other public communications without Botoff’s prior written consent.

You may link to publicly available pages of the Site only if the link is fair, lawful, not misleading, and does not suggest affiliation, sponsorship, endorsement, or approval by Botoff. You may not frame the Site or use any link, logo, or surrounding content in a way that could damage Botoff’s reputation or goodwill. Botoff may require you to remove any link at any time.

Information You Submit; No Confidentiality Through the Site

The Site may allow you to submit information through contact forms, email links, event registrations, download forms, or other features ("Submissions"). Do not submit confidential, proprietary, sensitive, regulated, or privileged information through the Site unless Botoff has separately agreed in writing to receive that information under a nondisclosure agreement or other written confidentiality obligation.

Except as expressly provided in a separately signed written agreement, Submissions are not confidential or proprietary. Subject to applicable law and our Privacy Policy, you grant Botoff the right to use, process, transmit, disclose, and retain Submissions as reasonably necessary to operate the Site, respond to your request, evaluate potential business opportunities, protect Botoff’s rights, and conduct Botoff’s business.

You represent that your Submissions are accurate, that you have all rights necessary to submit them, and that your Submissions do not violate any law, contract, or third-party right. Botoff has no obligation to review, respond to, return, preserve, or delete any Submission except as required by applicable law or a separately signed written agreement.

No Professional Advice or Client Relationship

Site Content is provided for general informational purposes only. It does not constitute consulting, legal, financial, investment, accounting, tax, career, compensation, governance, technical, risk-management, or other professional advice, and it should not be relied upon as a substitute for advice tailored to your circumstances.

Your use of the Site, receipt of Site Content, submission of information through the Site, or communication with Botoff through the Site does not create a client, consulting, fiduciary, advisory, employment, agency, partnership, joint venture, exclusivity, confidentiality, or other professional relationship with Botoff.

Any engagement with Botoff must be governed by a separately signed agreement or statement of work. Botoff does not undertake any obligation through the Site to update Site Content, monitor changes in law or industry practice, provide services, evaluate your circumstances, or act on your behalf.

Access to the Site; Availability; Security

Botoff may alter, suspend, restrict, or discontinue the Site or your access to the Site at any time, with or without notice, for any reason or no reason, and without liability to you or any third party.

Botoff does not guarantee that the Site will be available, uninterrupted, secure, error-free, current, complete, or free from harmful code. You are responsible for implementing appropriate safeguards, backups, antivirus protections, security controls, and procedures for your own systems, software, data, and communications.

Botoff is not responsible for losses, damages, interruptions, delays, errors, security events, malware, data loss, system damage, or other issues arising from your access to or use of the Site, except to the extent liability cannot be limited under applicable law.

Third-Party Websites, Services, and Content

The Site may contain links or references to third-party websites, services, tools, platforms, content, or resources. These links are provided for convenience only. Botoff does not control, endorse, verify, or assume responsibility for any third-party website, service, tool, platform, content, policy, practice, product, or resource.

Your use of third-party websites and services is governed by the applicable third party’s terms and privacy policies. You are responsible for evaluating third-party resources and taking precautions to protect your systems and data from viruses, malware, destructive code, and other risks.

Cookies; Electronic Communications

Botoff’s collection, use, disclosure, and retention of personal information are described in Botoff’s Privacy Policy, available at https://www.botoffconsulting.com/website-privacy-policy, which is incorporated into these Terms by reference. The Site may use cookies, pixels, analytics tools, or similar technologies as described in the Privacy Policy or any applicable cookie notice.

By using the Site or submitting information through the Site, you acknowledge that personal information may be processed as described in the Privacy Policy. If you submit contact information, Botoff may use that information to respond to your request and otherwise communicate with you as permitted by law and the Privacy Policy.

Accessibility

Botoff is committed to making the Site accessible. If you experience difficulty accessing any portion of the Site or need assistance obtaining information from the Site, please contact us at info@botoffconsulting.com. Botoff will work to provide the information or functionality through an accessible alternative where reasonably practicable.

Disclaimer of Warranties

The Site and Site Content are provided "as is" and "as available." To the fullest extent permitted by law, Botoff and its, officers, directors, employees, contractors, agents, representatives, licensors, service providers, successors, and assigns (collectively, the "Botoff Parties") disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, availability, reliability, security, and freedom from harmful code.

Without limiting the foregoing, Botoff does not warrant that: (a) Site Content is correct, accurate, complete, current, or reliable; (b) the Site will be uninterrupted, secure, or error-free; (c) defects will be corrected; or (d) the Site or any server, system, or communication used to provide the Site will be free of viruses or other harmful components.

You acknowledge that your use of the Site and Site Content is at your sole risk. These disclaimers do not limit any express obligations in a separately signed written agreement between you and Botoff. Some jurisdictions do not allow certain warranty disclaimers, so some disclaimers may not apply to you. In those jurisdictions, the disclaimers apply to the fullest extent permitted by law.

Limitation of Liability

To the fullest extent permitted by law, the Botoff Parties will not be liable for any indirect, incidental, consequential, special, exemplary, punitive, or lost-profit damages, or for loss of data, goodwill, business opportunity, revenue, anticipated savings, reputation, or business interruption, arising out of or relating to the Site, Site Content, Submissions, third-party websites, or these Terms, even if advised of the possibility of such damages.

To the fullest extent permitted by law, the Botoff Parties’ total liability for any claim arising out of or relating to the Site, Site Content, Submissions, third-party websites, or these Terms will not exceed the greater of: (a) one hundred U.S. dollars ($100); or (b) the amount you paid to Botoff, if any, for access to the Site during the twelve (12) months before the claim arose.

The limitations in this section apply regardless of the legal theory of liability, including contract, tort, negligence, strict liability, warranty, statutory liability, or otherwise. Nothing in these Terms limits liability that cannot be limited under applicable law. Some jurisdictions do not allow certain limitations of liability, so some limitations may not apply to you. In those jurisdictions, liability is limited to the fullest extent permitted by law.

Indemnification

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless the Botoff Parties from and against any claims, demands, actions, damages, liabilities, losses, judgments, settlements, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

·       your access to, use of, or misuse of the Site or Site Content;

·       your Submissions;

·       your violation of these Terms;

·       your violation of any law, regulation, contract, or third-party right;

·       your unauthorized copying, scraping, extraction, distribution, publication, commercialization, or use of Site Content;

·       your security interference, harmful code, unauthorized access, or other prohibited conduct; or

·       any claim that your Submissions or use of the Site infringes, misappropriates, or otherwise violates any intellectual property, privacy, publicity, confidentiality, or other right.

Botoff may assume the exclusive defense and control of any matter subject to indemnification, and you agree to cooperate with Botoff’s defense. You may not settle any claim without Botoff’s prior written consent.

Compliance with Laws; International Use

You are responsible for complying with all laws, rules, regulations, and contractual obligations applicable to your use of the Site. Botoff operates the Site from the United States and does not represent that the Site or Site Content is appropriate or available for use in all locations. If you access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with applicable local laws.

Governing Law; Venue

These Terms and any dispute arising out of or relating to the Site, Site Content, Submissions, third-party websites, or these Terms are governed by the laws of the State of Nevada, without regard to conflict-of-law principles.

Subject to any mandatory law that provides otherwise, any dispute arising out of or relating to the Site, Site Content, Submissions, third-party websites, or these Terms will be brought exclusively in the state or federal courts located in Washoe County, Nevada, and you consent to the jurisdiction and venue of those courts.

To the fullest extent permitted by law, any claim arising out of or relating to the Site, Site Content, Submissions, third-party websites, or these Terms must be filed within one (1) year after the claim arose, or the claim will be permanently barred.

Severability; Interpretation

If any provision of these Terms is found invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid, illegal, or unenforceable provision will be interpreted or replaced to achieve its intended purpose to the maximum extent permitted by law.

Headings are for convenience only and do not affect interpretation. The word "including" means "including without limitation."

Assignment

You may not assign, delegate, or transfer these Terms or any rights or obligations under these Terms without Botoff’s prior written consent. Botoff may assign, delegate, or transfer these Terms, in whole or in part, in connection with a merger, acquisition, reorganization, financing, sale of assets, change of control, corporate transaction, or by operation of law.

Survival

Any provisions that by their nature should survive termination or expiration of these Terms will survive, including provisions relating to intellectual property, prohibited uses, Submissions, no professional advice or client relationship, disclaimers, limitation of liability, indemnification, governing law, venue, assignment, severability, and entire agreement.

Termination

Botoff may suspend or terminate your access to the Site at any time, with or without notice, if Botoff believes you have violated these Terms, created risk for Botoff or others, or used the Site in a manner inconsistent with Botoff’s interests. Upon termination, your right to access and use the Site and Site Content will cease immediately.

Entire Agreement; Waiver

These Terms constitute the entire agreement between you and Botoff regarding your use of the Site and supersede all prior or contemporaneous understandings or agreements, whether written or oral, regarding that subject matter.

These Terms do not supersede, amend, or limit any separately signed written agreement between you and Botoff, including any nondisclosure agreement, master services agreement, statement of work, order form, consulting agreement, or other services agreement. Any waiver of any provision of these Terms will be effective only if in writing and signed by an authorized representative of Botoff. Botoff’s failure to enforce any provision is not a waiver of that provision or any other provision.

Contacting Botoff Consulting

If you have questions about these Terms, the Privacy Policy, accessibility, or your dealings with the Site, you may contact Botoff at:

Botoff Consulting, LLC

[Address]

Email: info@botoffconsulting.com

Website: www.botoffconsulting.com