Terms of Service | Unleash Epic

These Terms of Service ("Terms") govern your access to and use of the website unleashepic.com (the "Site") and the consulting services provided by Unleash Epic, LLC, an Oregon limited liability company ("Unleash Epic," "we," "us," or "our").

By accessing or using our Site or engaging our services, you agree to be bound by these Terms. If you do not agree to these Terms, do not use our Site or services.

1. Use of the Site

1.1 Permitted Use

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

Use the Site in any way that violates any applicable federal, state, local, or international law or regulation
Transmit, or procure the sending of, any advertising or promotional material without our prior written consent
Impersonate or attempt to impersonate Unleash Epic, an Unleash Epic employee, another user, or any other person or entity
Engage in any conduct that restricts or inhibits anyone's use or enjoyment of the Site
Use any robot, spider, or other automatic device to access the Site without our express written permission
Introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful

1.2 Intellectual Property Rights

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 Unleash Epic and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

You may 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:

Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials
You may store files that are automatically cached by your web browser for display enhancement purposes
You may print or download one copy of a reasonable number of pages of the Site for your own personal, non-commercial use

2. Consulting Services

2.1 Engagement

When you engage Unleash Epic for consulting services, the specific scope of work, deliverables, timeline, and fees will be outlined in a separate written agreement ("Statement of Work" or "Engagement Letter"). These Terms are incorporated into and supplement any such agreement.

2.2 Professional Services

Unleash Epic will provide consulting services with reasonable care and skill. However:

Our recommendations and advice are based on information provided by you and may be subject to limitations or qualifications
Implementation of our recommendations is your responsibility unless explicitly stated otherwise in the Statement of Work
Results may vary based on factors beyond our control, and we do not guarantee specific outcomes

2.3 Client Responsibilities

You agree to:

Provide timely, accurate, and complete information necessary for us to perform our services
Provide reasonable access to personnel, facilities, and information as needed
Make decisions and provide approvals in a timely manner
Pay all fees and expenses as outlined in the Statement of Work

3. Fees and Payment

3.1 Fees

Fees for consulting services will be specified in the Statement of Work. Unless otherwise stated, fees are due upon receipt of invoice.

3.2 Expenses

Unless otherwise agreed in writing, you will reimburse us for reasonable out-of-pocket expenses incurred in connection with the services, including travel, lodging, and meals.

3.3 Late Payment

Invoices not paid within 30 days of the invoice date may be subject to a late fee of 1.5% per month (or the maximum rate permitted by law, whichever is lower) on the outstanding balance.

3.4 Termination and Refunds

Either party may terminate an engagement upon written notice. In the event of termination:

You will pay for all services performed and expenses incurred up to the date of termination
Prepaid fees for services not yet performed will be refunded on a pro-rata basis
We will deliver all work product completed as of the termination date

4. Confidentiality

We understand that in the course of providing services, we may have access to confidential and proprietary information about your business. We agree to:

Maintain the confidentiality of all non-public information you provide
Use such information solely for the purpose of performing our services
Not disclose such information to third parties without your prior written consent, except as required by law or to service providers bound by confidentiality obligations

This confidentiality obligation does not apply to information that:

Is or becomes publicly available through no breach of this agreement
Is rightfully received from a third party without confidentiality restrictions
Was in our possession prior to disclosure by you
Is independently developed by us without use of your confidential information

5. Work Product and Ownership

5.1 Deliverables

Upon full payment of all fees, you will own the deliverables specifically created for you as outlined in the Statement of Work ("Deliverables").

5.2 Pre-Existing Materials

We retain all rights to our pre-existing methodologies, frameworks, tools, templates, and other intellectual property used in performing the services ("Pre-Existing Materials"). You receive a non-exclusive, non-transferable license to use Pre-Existing Materials solely for your internal business purposes.

5.3 Portfolio and Marketing

We may use general descriptions of the services provided and non-confidential results for marketing purposes, case studies, and portfolio materials, provided we do not disclose your confidential information without your prior written consent.

6. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW:

UNLEASH EPIC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, OR USE, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO UNLEASH EPIC IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

7. Indemnification

You agree to indemnify, defend, and hold harmless Unleash Epic and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with:

Your use of the Site or services
Your violation of these Terms
Your violation of any rights of another party
Any inaccurate or incomplete information you provide to us

8. Disclaimers

THE SITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

WE DO NOT WARRANT THAT:

The Site will function uninterrupted, secure, or available at any particular time or location
Any errors or defects will be corrected
The Site is free of viruses or other harmful components
The results of using the Site or services will meet your requirements

9. Governing Law and Dispute Resolution

9.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Oregon, United States, without regard to its conflict of law provisions.

9.2 Dispute Resolution

Any dispute arising out of or related to these Terms or the services shall first be attempted to be resolved through good faith negotiation between the parties.

If the dispute cannot be resolved through negotiation within thirty (30) days, either party may initiate binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall take place in Portland, Oregon, and judgment on the arbitration award may be entered in any court having jurisdiction.

9.3 Waiver of Class Actions

You agree that any arbitration or proceeding shall be limited to the dispute between you and Unleash Epic individually. You agree to waive any right to participate in a class action lawsuit or class-wide arbitration.

10. General Provisions

10.1 Entire Agreement

These Terms, together with any Statement of Work, constitute the entire agreement between you and Unleash Epic regarding the subject matter hereof and supersede all prior or contemporaneous understandings and agreements.

10.2 Modifications

We reserve the right to modify these Terms at any time. We will notify you of any changes by posting the new Terms on this page and updating the "Last Updated" date. Your continued use of the Site or services after such modifications constitutes your acceptance of the updated Terms.

10.3 Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

10.4 Waiver

No waiver by Unleash Epic of any term or condition set forth 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.

10.5 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction.

10.6 Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, or strikes.

11. Contact Information

If you have any questions about these Terms, please contact us:

Unleash Epic, LLC
Email: john@unleashepic.com
Website: unleashepic.com