TERMS OF USE
Effective June 20, 2025
1. INTRODUCTION AND ACCEPTANCE
Level Up Cincinnati, Inc. and its affiliates (collectively, “Level Up” “we” “us” or “our”) offer you access to its interactive online website and services. These Terms of Use, together with our Privacy Policy and any additional terms which might apply to certain products or services, govern your use of our websites (the “Website(s)”) or any of our mobile widgets, services, or other applications (“Applications”) (together, our “Services”).
PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING OUR SERVICES. BY USING ANY OF OUR SERVICES (OTHER THAN TO READ THESE TERMS OF USE FOR THE FIRST TIME) YOU ARE AGREEING TO COMPLY WITH THESE TERMS OF USE, WHICH MAY CHANGE FROM TIME TO TIME AS SET FORTH IN SECTION 14 BELOW. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE, DO NOT USE OUR SERVICES. USE OF THE SERVICES SHALL BE DEEMED AS ACCEPTANCE OF THE FOLLOWING TERMS AND CONDITIONS.
2. INTELLECTUAL PROPERTY
Our Services and associated content (and any derivative works or enhancements of the same) including, but not limited to, all text, illustrations, files, images, software, scripts, graphics, photos, sounds, music, videos, information, content, materials, products, services, URLs, technology, documentation, and interactive features included with or available through our Services and all intellectual property rights to the same, including, without limitation, all trademarks, service marks, trade names and trade dress that may appear in our Services are owned by us, our licensors, our affiliates and/or identified third parties (collectively, the “Service Content”). Except for the limited use rights granted to you in these Terms of Use, you shall not acquire any right, title or interest in our Services or any Service Content. Any rights not expressly granted in these Terms of Use are expressly reserved.
3. ACCESS AND USE
(a) We offer our Services at no charge. In all instances, our Services are not being sold or given to you; rather, you are being granted a limited license to use our Services.
(b) Third-Party Terms:
IN CERTAIN INSTANCES, YOUR USE OF OUR SERVICES MAY BE SUBJECT TO YOUR AGREEMENT TO CERTAIN THIRD-PARTY PRIVACY OR OTHER TERMS. IN SUCH INSTANCES, WE WILL PROVIDE YOU NOTICE OF THIS IN THE PRIVACY POLICY OR OTHER APPLICABLE TERMS POSTED IN THE SERVICE. BY USING THE APPLICABLE SERVICE, YOU AGREE TO ALL SUCH THIRD-PARTY TERMS.
(c) Our Services are provided for use by you or your organization for personal or non-commercial use only. When using our Services, you agree to comply with all applicable federal, state, and local laws including, without limitation, copyright law. Except as expressly permitted in these Terms of Use or as we may otherwise permit, you may not use, reproduce, duplicate, distribute, create derivative works based upon, publicly display, publicly perform, publish, transmit, or otherwise exploit Service Content for any purpose whatsoever without obtaining prior written consent from us or, in the case of third-party content, its applicable owner. In certain instances, we may suggest, ask, or otherwise permit you to download, install or print Service Content. In such a case, you may do so only in the manner authorized and for your non-commercial use only. You acknowledge that you do not acquire any ownership rights by downloading, installing, or printing Service Content.
(d) Any software that is made available to view and/or download in connection with our Website is owned or controlled by us and/or licensors, affiliates and suppliers and is protected by copyright laws and international treaty provisions. Your use of the software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the software. We accept no responsibility or liability in connection with any software owned or controlled by third parties.
(e) To the extent that our Websites contain links to outside services and resources, we do not control the availability and content of those outside services and resources. Any concerns regarding any such service or resource, or any link thereto, should be directed to that particular service or resource.
(f) Furthermore, except as expressly permitted in these Terms of Use, you may not:
(i) Remove, alter, cover, or distort any copyright, trademark, or other proprietary rights notice we include in or through our Services or Service Content;
(ii) Circumvent, disable, or otherwise interfere with our security-related features including, without limitation, any features that prevent or restrict the use of or copying of any software or other Service Content;
(iii) Use an automatic device (such as a robot or spider) or manual process to copy or “scrape” the Website or Service Content for any purpose (except for that which routinely occurs through the use of bona fide search engines) without our express written permission;
(iv) Collect or harvest any personally identifiable information or non-personally identifiable information from our Services including, without limitation, user names, passwords, email addresses;
(v) Solicit other users to join or become members of any commercial online service or other organization without our prior written approval;
(vi) Attempt to or interfere with the proper working of our Services or impair, overburden, or disable the same;
(vii) Decompile, reverse engineer, or disassemble any portion of our software or other Service Content, or our Services;
(viii) Use network-monitoring software to determine architecture of or extract usage data from our Services;
(ix) Encourage conduct that violates any local, state, or federal law, either civil or criminal, or impersonate another user, person, or entity;
(x) Violate U.S. export laws, including, without limitation, violations of the Export Administration Act and the Export Administration Regulations administered by the Department of Commerce; or
(xi) Engage in any conduct that restricts or inhibits any other user from using or enjoying our Services.
(g) You agree to fully cooperate with us to investigate any suspected or actual activity that is in breach of these Terms of Use.
(h) You understand and agree that your use of the Services and/or Service Content while operating a motor vehicle (or during any other activity that requires your attention) may be distracting, dangerous, or prohibited by law. You are solely responsible for your exercising good judgment, acting in a safe and responsible manner, and obeying all laws and regulations at all times. You understand that failing to pay full attention in the operation of a vehicle or in other activities may cause an accident, damage, injury, death, or other serious consequences. You assume sole responsibility for your use of the Services and Service Content.
4. USER REGISTRATION & PROMOTIONAL MESSAGES
(a) If you are under the age of thirteen (13), then you are not permitted to use our Services, sign up for any promotional messages, or otherwise provide us any personal information.
(b) Promotional Messages. Our Services may include sending you promotional e-mails/newsletters and/or text/SMS messages. To receive any of these communications from us, you will be required to register and provide certain information about you (e.g., full name, street address, e-mail address, mobile number, etc.). Our use of the information you provide is governed by our Privacy Policy.
You may opt-out of receiving our e-mails/newsletters or text messages as set forth in our Privacy Policy, or by using the options included in the communication we send you (e.g., using the “Unsubscribe” feature provided in the footer of our emails).
(i) Text/SMS Messages. In addition to these Terms of Use, the following specific terms apply to our Text/SMS Message Service (“Message Service”): (1) unless we explicitly tell you otherwise in advance, we will not charge you for the Message Service. However, “Message and Data Rates May Apply”; which means that, depending on your service plan with your wireless services carrier, you may be charged message and/or data charges by your wireless carrier for each message; (2) by enrolling in the Message Service, you certify that you are either the account holder or otherwise responsible for paying any wireless carrier charges associated with the Message Service or, if you are under the age of 18, that you have the permission of the account holder/person responsible for any such charges; (3) depending on your settings and preferences, we may send you multiple messages per month through our Message Service; (4) you may opt-out of receiving messages from us as set forth in our Privacy Policy, or by texting “STOP” as a reply to any of our messages; (5) if you have any questions about our Message Service or need assistance, you may text “HELP” as a reply to any of our messages; (6) we are not aware of any wireless carriers that do not support our Message Service, however, you must have a text or SMS enabled mobile phone; (7) we do not guarantee or warrant that you will receive all or any of our messages; and (8) our Message Service may be administered by a third party (the “Administrator”) and reserve the right to condition use of our Message Service to your acceptance of applicable Administrator terms and conditions.
5. SERVICE CONTENT & THIRD PARTY LINKS
(a) We provide our Services including, without limitation, Service Content for educational and promotional purposes only. You may not rely on any information and opinions expressed through any of our Services for any other purpose. In all instances, it is your responsibility to evaluate the accuracy, timeliness, completeness, or usefulness of any Service Content. Under no circumstances will we be liable for any loss or damage caused by your reliance on any Service Content.
(b) In some instances, Service Content will include content posted by a third-party or will represent the opinions and judgments of a third-party. We do not endorse, warrant and are not responsible for the accuracy, timeliness, completeness, or reliability of any opinion, advice, or statement offered through our Services by anyone other than our authorized employees or spokespersons while acting in their official capacities.
(c) Our Services may link or contain links to other websites maintained by third parties. We do not operate or control, in any respect, or necessarily endorse the content found on these third-party websites. You assume sole responsibility for your use of third-party links. We are not responsible for any content posted on third-party websites or liable to you for any loss or damage of any sort incurred as a result of your dealings with any third-party or their website.
6. INDEMNIFICATION
(a) You agree to defend, indemnify and hold harmless Level Up, our officers, directors, employees, parents, partners, successors, agents, distribution partners, affiliates, subsidiaries, and their related companies (collectively, the “Website Parties”) from and against any and all claims, liabilities, losses, damages, obligations, costs and expenses (including reasonable attorney’s fees and costs) arising out of, related to, or that may arise in connection with: (i) your use of our Services; (ii) any actual or alleged violation or breach by you of these Terms of Use; (iii) any actual or alleged breach of any representation, warranty, or covenant that you have made to us; or (iv) your acts or omissions. You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations hereunder.
(b) If you are using our Website on behalf of a business, that business accepts these terms. It will hold harmless, defend, and indemnify the Website Parties from any claim, suit or action arising from or related to the use of the Website or violation of these terms, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and attorney’s fees.
7. DISCLAIMER OF WARRANTIES. YOU EXPRESSLY AGREE THAT USE OF OUR SERVICES IS AT YOUR SOLE RISK. OUR SERVICES AND SERVICE CONTENT (INCLUDING SOFTWARE) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE WEBSITE PARTIES DISCLAIM ANY AND ALL WARRANTIES INCLUDING ANY: (I) WARRANTIES THAT OUR SERVICES WILL MEET YOUR REQUIREMENTS; (II) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, OR INFORMATION CONTENT OF OUR SERVICES OR SERVICE CONTENT; (III) WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE; (IV) WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH, ADVERTISED OR ACCESSED THROUGH OUR SERVICES; (V) WARRANTIES CONCERNING THE ACCURACY OR RELIABILITY OF THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR SERVICES; (VI) WARRANTIES THAT YOUR USE OF OUR SERVICES WILL BE SURE OR UNINTERRUPTED; AND (VII) WARRANTIES THAT ERRORS IN OUR SERVICES OR SERVICE CONTENT (INCLUDING SOFTWARE) WILL BE CORRECTED.
8. LIMITATION ON LIABILITY
(a) UNDER NO CIRCUMSTANCES SHALL ANY OF THE WEBSITE PARTIES BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH OUR SERVICES OR THESE TERMS OF USE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH OUR SERVICES INCLUDING, WITHOUT LIMITATION, SERVICE CONTENT, IS TO STOP USING OUR SERVICES. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF GOODS RECEIVED OR ADVERTISED IN CONNECTION WITH OUR SERVICES OR ANY LINKS PLACED IN OUR SERVICES. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY CONTENT POSTED BY A THIRD-PARTY OR CONDUCT OF A THIRD-PARTY USING OUR SERVICES.
(b) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF ALL THE WEBSITE PARTIES EXCEED THE LESSER OF THE TOTAL PAYMENTS RECEIVED FROM YOU BY US DURING THE PRECEDING TWELVE (12) MONTH PERIOD OF $100. FURTHERMORE, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF, OR RELATING TO, OR IN ANY WAY CONNECTED WITH ANY OF OUR SERVICES OR THESE TERMS OF USE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.
(c) These limitations shall apply to the fullest extent permitted by law. In some jurisdictions limitations of liability are not permitted; in such jurisdictions, some of the foregoing limitations may not apply to you.
9. SUSPENSION OF SERVICES
(a) We reserve the right in our sole discretion and at any time to block your use of our Services for any reason including, without limitation, if you have failed to comply with the letter and spirit of these Terms of Use. You agree that we are not liable to you or any third party for suspending or for blocking your use of our Services.
(b) Any suspension or blocking of your use of the Services shall not affect your obligations to us under these Terms of Use. The provisions of these Terms of Use shall survive including, but not limited to, the rights and licenses that you have granted hereunder, indemnities, releases, disclaimers, limitations on liability, provisions related to choice of law, and all of the provisions under Section 15 “Miscellaneous.”
10. CHOICE OF LAW; JURISDICTION AND VENUE. These Terms of Use shall be construed in accordance with the laws of the State of Ohio without regard to its conflict of laws rules. Any legal proceedings against us that may arise out of, relate to, or be in any way connected with our Services or these Terms of Use shall be subject to Mandatory Arbitration as set forth in Section 11 and, if arbitration does not apply, brought exclusively in the state or federal courts of Cincinnati, Ohio. We each waive any jurisdictional, venue, or inconvenient forum objections to such courts.
11. DISPUTE RESOLUTION & MANDATORY ARBITRATION
(a) We each agree to first contact each other with any disputes and provide a written description of the problem, all relevant documents/information, and the proposed resolution. You agree to contact us with disputes by contacting us at hello@levelupcincinnati.org. We will contact you based on the contact information you have provided us.
(b) If, after thirty (30) days, the parties are unable to resolve any dispute raised under the previous provision, the dispute may only be submitted to arbitration consistent with this section. The parties understand that they would have had a right or opportunity to litigate disputes through a court and to have a judge or jury decide their case, but they instead choose to have any disputes resolved through arbitration.
(c) We each agree that any claim or dispute between us, and any claim by either of us against any agent, employee, successor, or assign of the other, including, to the full extent permitted by applicable law, third parties who are not signatories to this agreement, whether related to this agreement or otherwise, including past, present, and future claims and disputes and including any dispute as to the validity or applicability of this arbitration clause, shall be resolved by binding arbitration administered by the JAMS under its rules and procedures in effect when the claim is filed. The rules and procedures and other information, including information on fees, may be obtained from JAMS directly. The arbitration shall take place at a location mutually agreed to by the parties or, if no such agreement is reached, as determined by JAMS.
(d) We are entering into this arbitration agreement in connection with a transaction involving interstate commerce. Accordingly, this arbitration agreement and any proceedings thereunder shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16. Any award by the arbitrator(s) may be entered as a judgment in any court having jurisdiction.
(e) Either of us may bring qualifying claims in small claims court. Furthermore, as set forth below, we each agree that any arbitration will be solely between you and us, not as part of a class-wide claim (i.e., not brought on behalf of or together with another individual's claim). If for any reason any court or arbitrator holds that this restriction is unconscionable or unenforceable, then our agreement to arbitrate does not apply and the class-wide dispute must be brought in court.
12. NO CLASS ACTIONS. TO THE EXTENT PERMITTED BY LAW, WE EACH WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASS-WIDE BASIS; THAT IS, EITHER TO JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE, IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.
13. NO TRIAL BY JURY. TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.
14. AMENDMENT; ADDITIONAL TERMS
(a) We reserve the right in our sole discretion and at any time and for any reason, to modify or discontinue any aspect or feature of our Services or to modify these Terms of Use. In addition, we reserve the right to provide you with operating rules or additional terms that may govern your use of our Services generally, unique aspects of our Services, or both (“Additional Terms”). Any Additional Terms that we may provide to you will be incorporated by reference into these Terms of Use. To the extent any Additional Terms conflict with these Terms of Use, the Additional Terms will control.
(b) Modifications to these Terms of Use or Additional Terms will be effective immediately upon posting on the Website. It is your responsibility to review the Terms of Use from time to time for any changes or Additional Terms. Your access and use of our Services following any modification of these Terms of Use or the provision of Additional Terms will signify your assent to and acceptance of the same. If you object to any subsequent revision to the Terms of Use or to any Additional Terms, immediately discontinue use of our Services.
15. MISCELLANEOUS
(a) No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.
(b) Except where specifically stated otherwise, if any part of these Terms of Use is unlawful or unenforceable for any reason, we both agree that only that part of the Terms of Use shall be stricken and that the remaining terms in the Terms of Use shall not be affected. So, for example, if a provision in these terms is found to be unenforceable, we agree an arbitrator (or, if permitted, a court) shall only strike that provision and that the remaining terms of these Terms of Use shall remain in full force and effect.
(c) These Terms of Use (including the Privacy Policy and any Additional Terms incorporated by reference) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all previous written or oral agreements between us with respect to such subject matter.
(d) You may not assign these Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, without our prior written consent. Any such purported assignment or delegation by you without the appropriate prior written consent will be null and void and of no force and effect. We may assign these Terms of Use or any rights hereunder without your consent and without notice.