Terms & Conditions

Introduction

Welcome to the website of Untidal Consulting LLC DBA Tributary ("Tributary"). These Terms & Conditions govern your use of our website, including all content, functionality, and services offered on or through our site. By accessing or using the website, you accept and agree to be bound by these Terms & Conditions. If you do not agree to these Terms & Conditions, you must not access or use the website.

Please read these Terms & Conditions carefully before you start to use the website. By using the website, you represent and warrant that you are of legal age to form a binding contract with Tributary and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the website.

Acceptance of Terms

By accessing or using the website operated by Untidal Consulting LLC DBA Tributary ("the Website"), you ("the User") agree to be bound by these Terms & Conditions. If you do not agree with any part of these terms, you must not use this Website.

These Terms & Conditions are subject to change by Untidal Consulting LLC DBA Tributary at any time, in its sole discretion, without notice. Your continued use of the Website after such changes are implemented constitutes your acknowledgment and acceptance of the changes. Please consult these Terms & Conditions regularly.

Changes to Terms

Untidal Consulting LLC DBA Tributary ("we", "us", or "our") reserves the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use the Website after those revisions become effective, the User ("you") agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Website.

Privacy Policy

This Privacy Policy outlines the types of personal information that is collected and recorded by the Website and how we use it. By accessing or using the Website, the User agrees to the collection and use of information in accordance with this policy. Information collected may include, but is not limited to, the User's name, email address, and browsing behavior.

We are committed to protecting the privacy and security of our users. Personal information collected by the Website is used solely for providing and improving the service. We do not share personal information with third parties, except as required by law or to provide the services requested by the User.

The Website employs industry-standard security measures to protect the information collected. However, no method of transmission over the Internet, or method of electronic storage, is 100% secure. While we strive to use commercially acceptable means to protect your personal information, we cannot guarantee its absolute security.

Users have the right to access, correct, or delete their personal information at any time by contacting us. This Privacy Policy may be updated from time to time, and users are encouraged to review it periodically.

Access and Use of the Website

Access to and use of the Website, as defined herein, is provided by Untidal Consulting LLC DBA Tributary ("the Website Owner") subject to the following terms and conditions:

  1. The User must be at least 18 years of age or, if older, the age of majority in the User's jurisdiction, to access the Website.

  2. The User agrees not to use the Website for any unlawful purposes, and to comply with all applicable laws and regulations while using the Website.

  3. The Website Owner grants the User a non-exclusive, non-transferable, revocable license to access and use the Website strictly in accordance with these terms and conditions.

  4. The User agrees not to use the Website in any way that could damage, disable, overburden, or impair the Website or interfere with any other party's use and enjoyment of the Website.

  5. The User agrees not to obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Website.

  6. The right to access and use the Website is personal to the User and is not transferable to any other person or entity. The User is responsible for all use of the User's account (under any screen name or password) and for ensuring that all use of the User's account complies fully with the provisions of these terms and conditions. The User shall be responsible for protecting the confidentiality of the User's password(s), if any.

  7. The Website Owner reserves the right to change the terms, conditions, and notices under which the Website is offered, including but not limited to the charges associated with the use of the Website.

Intellectual Property Rights

All content available through the Website, including but not limited to text, graphics, logos, images, audio clips, video clips, data compilations, and software, and the compilation thereof (the "Content"), is the property of Untidal Consulting LLC DBA Tributary ("we", "us", or "our"), its affiliates, partners, or licensors. The Content is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

Except as explicitly provided herein, no part of the Website and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, or distributed in any way (including "mirroring") to any other computer, server, website, or other medium for publication or distribution or for any commercial enterprise, without our express prior written consent.

You may use information on our products and services purposely made available by us for downloading from the Website, provided that you (1) do not remove any proprietary notice language in all copies of such documents, (2) use such information only for your personal, non-commercial informational purpose and do not copy or post such information on any networked computer or broadcast it in any media, (3) make no modifications to any such information, and (4) not make any additional representations or warranties relating to such documents.

User Obligations

By accessing or using the Website, the User agrees to comply with the following obligations:

  • Maintain the confidentiality of any account information, including usernames and passwords, used to access any part of the Website.

  • Ensure that all information provided to the Website is accurate, current, and complete.

  • Refrain from using the Website in any manner that could damage, disable, overburden, or impair the Website or interfere with any other party's use and enjoyment of the Website.

  • Not to use the Website for any unlawful purpose or in any manner that violates these Terms & Conditions or any applicable laws and regulations.

  • Not to upload, post, email, transmit, or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable.

  • Not to reproduce, duplicate, copy, sell, resell, or exploit for any commercial purposes, any portion of the Website, use of the Website, or access to the Website without the express written consent of Untidal Consulting LLC DBA Tributary.

  • Immediately notify Untidal Consulting LLC DBA Tributary of any unauthorized use of the User's account or any other breach of security.

Prohibited Activities

In using the Website, the User agrees not to engage in any of the following prohibited activities:

  • Upload, post, email, transmit, or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable.

  • Impersonate any person or entity, including, but not limited to, a representative of Untidal Consulting LLC DBA Tributary, or falsely state or otherwise misrepresent your affiliation with a person or entity.

  • Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Website.

  • Upload, post, email, transmit, or otherwise make available any Content that the User does not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).

  • Upload, post, email, transmit, or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party.

  • Upload, post, email, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation.

  • Upload, post, email, transmit, or otherwise make available any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment.

  • Interfere with or disrupt the Website or servers or networks connected to the Website, or disobey any requirements, procedures, policies, or regulations of networks connected to the Website.

  • Intentionally or unintentionally violate any applicable local, state, national, or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, and any laws regarding the export of data or software to and from the US or other countries.

  • "Stalk" or otherwise harass another; or collect or store personal data about other users in connection with the prohibited conduct and activities set forth in the above items.

User Content

This User Content clause applies to any forms of content, including but not limited to text, images, videos, and audio files, that the User submits, posts, displays, or otherwise makes available on the Website. The User grants Untidal Consulting LLC DBA Tributary a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use, copy, modify, publicly perform, publicly display, reproduce, and distribute such content on and through the Website.

The User represents and warrants that:

  1. They own the content posted by them on the Website or otherwise have the right to grant the license set forth in this section,

  2. The posting and use of their content on the Website does not violate the privacy rights, publicity rights, copyrights, contract rights, or any other rights of any person,

  3. The content does not contain any viruses, adware, spyware, worms, or other harmful or malicious code.

Violations of these representations and warranties may result in immediate termination of the User's access to the Website, at the sole discretion of Untidal Consulting LLC DBA Tributary. The Website reserves the right to remove any content that is deemed to be non-compliant with these terms or is otherwise objectionable.

Third-Party Links and Content

This Terms & Conditions agreement governs the use of the Website by the User. The Website may contain links to third-party websites, advertisements, or services that are not owned or controlled by Untidal Consulting LLC DBA Tributary. Untidal Consulting LLC DBA Tributary has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You acknowledge and agree that Untidal Consulting LLC DBA Tributary 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 use of or reliance on any such content, goods, or services available on or through any such websites or services.

We advise the User to read the terms and conditions and privacy policies of any third-party websites or services that the User visits. The inclusion of any link does not imply endorsement by Untidal Consulting LLC DBA Tributary of the site or any association with its operators.

Disclaimer of Warranties

THE WEBSITE, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE WEBSITE, IS PROVIDED "AS IS." AS A USER, YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. UNTIDAL CONSULTING LLC DBA TRIBUTARY, ITS DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, OR SUPPLIERS DO NOT WARRANT THAT THE WEBSITE OR ANY CONTENT, SERVICES, OR FEATURES OF THE WEBSITE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE WEBSITE WILL PROVIDE SPECIFIC RESULTS. ALL INFORMATION PROVIDED ON THE WEBSITE IS SUBJECT TO CHANGE WITHOUT NOTICE. UNTIDAL CONSULTING LLC DBA TRIBUTARY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. UNTIDAL CONSULTING LLC DBA TRIBUTARY DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS, AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE WEBSITE AND/OR ANY UNTIDAL CONSULTING LLC DBA TRIBUTARY SERVICES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE WEBSITE AND ANY LINKED SITES. YOUR SOLE REMEDY AGAINST UNTIDAL CONSULTING LLC DBA TRIBUTARY FOR DISSATISFACTION WITH THE WEBSITE OR ANY CONTENT IS TO STOP USING THE WEBSITE OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.

THE ABOVE DISCLAIMER APPLIES TO ANY DAMAGES, LIABILITY, OR INJURIES CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OF OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE, WHETHER FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, OR ANY OTHER CAUSE OF ACTION.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, UNTIDAL CONSULTING LLC DBA TRIBUTARY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR ANY THIRD PARTIES MENTIONED ON THE WEBSITE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE WEBSITE; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE WEBSITE, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE WEBSITE; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF UNTIDAL CONSULTING LLC DBA TRIBUTARY EXCEED THE AMOUNT YOU PAID TRIBUTARY, IF ANY, IN THE PAST SIX MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT UNTIDAL CONSULTING LLC DBA TRIBUTARY HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

Indemnification

The User agrees to indemnify, defend, and hold harmless Untidal Consulting LLC DBA Tributary, its officers, directors, employees, agents, licensors, suppliers, and any third-party information providers to the Website from and against all losses, expenses, damages, and costs, including reasonable attorneys' fees, resulting from any violation of these Terms & Conditions by the User or any activity related to the User's account (including negligent or wrongful conduct) by the User or any other person accessing the Website using the User's account.

This indemnification obligation will survive the termination of these Terms & Conditions and the User's use of the Website.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law. The parties hereby consent to the exclusive jurisdiction and venue of the courts located in New York, New York, for any action arising out of or relating to these Terms & Conditions. The parties waive any objection to jurisdiction and venue in such courts.

Dispute Resolution

In the interest of resolving disputes between you (the User) and Untidal Consulting LLC DBA Tributary ("the Website Owner") in the most expedient and cost-effective manner, you and the Website Owner agree that every dispute arising in connection with these Terms & Conditions shall be resolved by binding arbitration. By agreeing to arbitration, you and the Website Owner are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive the termination of these Terms & Conditions.

Arbitration shall be initiated in the State of New York, in accordance with the American Arbitration Association's rules then in effect. Notice of any demand for arbitration must be provided in writing to the other party, and shall describe the nature of the claim and the relief being sought. Each party will be responsible for paying any filing, administrative, and arbitrator fees associated with the arbitration.

Notwithstanding the foregoing, each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction within the State of New York to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, patents, or other intellectual property rights.

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. If for any reason a claim proceeds in court rather than in arbitration, you and the Website Owner each waive any right to a jury trial.

Termination

This Termination clause sets forth the conditions under which either Untidal Consulting LLC DBA Tributary ("the Website Owner") or the User may terminate their use of the Website. The Website Owner reserves the right to terminate the User's access to the Website at any time, without notice, for any reason, including but not limited to, breach of these Terms & Conditions, upon which the User will immediately cease all access to and use of the Website and the Content. The User may terminate their use of the Website at any time by ceasing all access to and use of the Website.

In the event of termination, the User must destroy all copies, whether in electronic or printed format, of any Content that they have downloaded or obtained from the Website, except to the extent that such Content is the subject of a separate license agreement that allows for continued use. The rights granted to the User under these Terms & Conditions shall cease immediately upon termination.

Any provision of these Terms & Conditions that, by its nature, should survive termination of the User's use of the Website will survive such termination, including, but not limited to, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

Disputes arising under or in connection with the termination of the User's access to the Website shall be resolved through binding arbitration in accordance with the laws of New York, unless otherwise agreed upon by the parties in writing.

Severability

If any provision of these Terms & Conditions, or the application thereof to any person or circumstance, is found to be invalid, illegal, or unenforceable to any extent, the remainder of the Terms & Conditions and the application of such provisions to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law. Such invalid, illegal, or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision shall be deemed severed from these Terms & Conditions without affecting the validity, legality, or enforceability of the remaining provisions.

Entire Agreement

This Agreement constitutes the entire agreement between Untidal Consulting LLC DBA Tributary ("the Website Owner") and the User regarding the use of the Website and supersedes all prior and contemporaneous written or oral agreements between the parties. Any modifications to this Agreement must be made in writing and signed by both parties.

No reliance is to be placed on any representation made but not expressly contained in these Terms & Conditions. Except as explicitly stated herein, nothing in these Terms & Conditions shall confer any rights upon any third party under the Contracts (Rights of Third Parties) Act or any similar legislation. The rights and remedies provided in these Terms & Conditions are cumulative and are not exclusive of any rights or remedies provided by law.