PLEASE READ THESE TERMS OF SERVICE CAREFULLY. By accessing or using any services, content, or products provided by Sutton & Smart LLC (“Sutton & Smart,” “we,” or “the Company”), you (“you” or “User”) agree to be bound by this Terms of Service Agreement (“Terms”). This Agreement is a legally binding contract between you and the Company. If you do not agree with any part of these Terms, do not use our services.

These Terms are designed to provide Sutton & Smart LLC with the broadest legal protection permissible. They include important provisions such as indemnification, intellectual property protection, risk acknowledgment, liability limitations, dispute resolution by arbitration (with a class action waiver), and other critical terms. By using our services, you acknowledge and accept these terms in full.

1. Acceptance of Terms

By using any Sutton & Smart service, website, course, community forum, consulting service, software, or tool (collectively, the “Services”), you confirm that you are at least 18 years old, have the legal authority to enter this Agreement, and agree to comply with all terms and conditions herein. These Terms apply to all users, clients, participants, employees, subcontractors, or third parties who access or use our Services. You are responsible for anyone who uses our Services on your behalf (such as your employees or contractors) and their compliance with these Terms. If you are using the Services on behalf of an organization or entity, you represent that you have the authority to bind that entity to this Agreement, and “you” will refer to that entity.

We may update these Terms from time to time. The latest version will be posted on our website and will indicate the “Last Updated” date. Continued use of the Services after changes means you accept the revised Terms.

2. Indemnification

To the fullest extent permitted by law, you agree to indemnify, defend (at the Company’s request), and hold harmless Sutton & Smart LLC, its affiliates, owners, officers, directors, employees, agents, representatives, and subcontractors (collectively, the “Indemnified Parties”) from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees and court costs) that arise out of or relate to:

• Your Use of Services: Your access to or use of the Services (including any courses, consulting, community platforms, AI tools, communication systems, or outreach programs we provide);
• Your Conduct and Campaign Activities: Any act or omission by you or by any person or entity authorized by you (such as your employees, campaign staff, volunteers, contractors, or agents) in connection with your campaign, outreach, or use of our Services. This includes, but is not limited to, any claims arising from political campaign activities, election campaigns, fundraising, canvassing, phone or text communications, or any interactions with voters or third parties that you undertake using information, tools, or advice from the Company;
• Violation of Agreements or Laws: Your breach of these Terms or any other agreement with the Company, any violation of applicable laws or regulations (including election laws, consumer protection laws, telemarketing/TCPA regulations, data privacy laws, or other relevant laws) by you or anyone using the Services on your behalf; and
• Content and Information: Any content, data, or materials you provide, post, or transmit through our Services (for example, messages you send using our texting tools, campaign materials you create using our strategies, or posts you make in our community) including any allegations that such content infringes intellectual property or other rights of any third party, or is false, misleading, defamatory, obscene, or otherwise harmful.

You agree that this indemnification covers any type of claim or dispute, whether it’s brought by a private party, governmental agency, competitor, third-party organization, or any other entity, and includes any claims, damages, fines, penalties, losses or expenses arising out of such claim. This means, for example, if a third party (or government regulator) sues or takes action against Sutton & Smart due to something you did in connection with our Services – such as a lawsuit over a text message campaign you ran, a dispute over election results or campaign conduct, or any other controversy – you will cover all costs and damages for the Company.

The Indemnified Parties reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with our defense of such claim at your expense. Your indemnification obligations will survive any termination or expiration of this Agreement or your use of the Services.

3. Intellectual Property Rights

All content and materials provided by Sutton & Smart LLC through its Services are the exclusive property of the Company or its licensors, and are protected by intellectual property laws (including copyright, trademark, trade secret, and patent laws). This includes, without limitation: our training courses, educational materials, consulting reports, strategies and plans, websites and content, software and AI technology (including algorithms and models), data compilations, logos, graphics, videos, texts, slogans, and any political campaign strategies or other proprietary information provided to you (collectively, “Proprietary Materials”).

Your Rights to Use: We grant you a limited, non-exclusive, non-transferable, revocable license to access and use our Proprietary Materials only for your personal or internal business use in connection with the intended purposes of our Services (for example, for your own political campaign or educational development). This license is conditioned on your continued compliance with these Terms. You do not acquire any ownership or title to our intellectual property by using the Services or Proprietary Materials. All rights not expressly granted to you are reserved by the Company.

Restrictions on Use: Except as expressly permitted in writing by Sutton & Smart, you may NOT do any of the following with our Proprietary Materials or Services:

• Copy or Reproduce – You may not copy, download, or reproduce any Proprietary Materials, in whole or in part, except for transient, non-commercial copies necessary for your personal use of the Services. (For example, you may print or save a personal copy of a course PDF for your own reference, but you may not mass-reproduce or distribute it.)
• Modify or Create Derivative Works – You may not modify, adapt, translate, or create derivative works based on our materials, strategies, or content. This includes no altering of our course content or AI-driven strategies to republish as your own work.
• Distribute or Redistribute – You may not distribute, share, publish, sell, sublicense, broadcast, or otherwise disseminate any Proprietary Materials to any third party without our prior written consent. This prohibition includes sharing course materials or strategy documents with others outside your campaign team, posting our content on public forums, or making our resources available on the internet. Limited sharing within your own campaign or organization may be allowed only for the purposes of executing your campaign and only if those with whom you share are also bound to confidentiality and non-disclosure obligations.
• Commercial or Unauthorized Use – You may not use our intellectual property for any commercial purpose (outside of your direct engagement with Sutton & Smart) or for the benefit of any third party. You are expressly prohibited from re-selling our strategies or materials, incorporating our content into other products or services, or using our AI technology outputs in competing services.
• Reverse Engineering – You may not reverse-engineer, decompile, disassemble, or attempt to discover the source code, algorithms, or trade secrets underlying any of our software, AI tools, or other technology. Any attempt to extract or derive our proprietary algorithms (including AI models or data strategies) is strictly forbidden.
• Removal of Notices – You must not remove, alter, or obscure any copyright, trademark, confidentiality, or other proprietary notices on any materials you obtain from us. Any logos, trademarks, disclaimers, or copyright notices included on documents or content must remain intact on any permitted copies.

Limited Exceptions: If you wish to use any of our intellectual property beyond the permissions above, you must obtain our express prior written consent. In some cases, we may provide specific content (such as marketing templates or public blog articles) that you are allowed to share or use – any such permissions will be clearly communicated for that content. Additionally, certain uses may be allowed under law (for example, use of brief excerpts under the doctrine of “fair use” or as permitted by a specific open-source license for software components); however, you agree to seek our permission when in doubt and to err on the side of not using our content in a questionable way.

Any unauthorized use of Sutton & Smart’s intellectual property is a material breach of these Terms and may also violate civil or criminal laws. We explicitly reserve all rights to take action (including terminating your access to Services and pursuing legal remedies) to protect our intellectual property. You acknowledge that any violation of our intellectual property rights may cause irreparable harm to the Company for which monetary damages would be inadequate, and we shall be entitled to seek immediate injunctive relief in addition to any other remedies available.

4. Risk Acknowledgment and Assumption of Risk

By using Sutton & Smart’s Services, you acknowledge and accept that there are inherent risks involved in political campaigns, consulting advice, and community engagement. You agree to assume all such risks when you participate in our programs or apply our strategies. Specifically, you understand and agree to the following risk factors:

• No Guarantee of Success: Running for political office, conducting advocacy campaigns, and other related activities are inherently uncertain endeavors. Sutton & Smart makes no promise or guarantee of any particular outcome, election victory, fundraising target, or any level of success. All examples of past results are for illustration only and do not assure similar outcomes. You acknowledge that you may invest significant time, money, and effort into your campaign or activities with no guarantee of a positive result (including the possibility of losing an election or failing to meet goals). You accept full responsibility for any outcomes – positive or negative – that occur from following our advice or using our Services.
• Financial Risk: Any financial decisions or investments you make in your campaign or in connection with our Services (such as spending on advertising, hiring staff, purchasing software, or other campaign expenditures) are made at your own risk. You could incur substantial expenses or losses and there is no guarantee that money spent will be recovered or result in proportional benefit. Sutton & Smart is not responsible for any financial loss, debt, or obligations that you incur in the course of campaigning or using our Services. You acknowledge the risk of total loss of any funds invested and agree that you will not assert any claim against the Company for such losses.
• Political and Reputational Risk: By engaging in political activities or public campaigns, you are subject to public scrutiny and political risks. This may include criticism, opposition research, negative publicity, damage to personal or professional reputation, public backlash, or other fallout that can accompany political campaigns or advocacy. You acknowledge that enrolling in our courses, using our strategies, or being associated with Sutton & Smart does not shield you from political attacks or reputation harm. The Company is not responsible for any harm to your reputation, standing, or public image that may result from your campaign or activities. You assume the risk that things like political opposition, media coverage, or public reception may be unfavorable.
• Compliance and Legal Risk: Political campaigns and outreach efforts are subject to numerous laws and regulations (e.g., election laws, campaign finance rules, communication and telemarketing laws, data privacy regulations, etc.). While our Services may provide guidance, you are solely responsible for understanding and complying with all laws and regulations applicable to your campaign or activities. There is a risk of legal challenges, government enforcement actions, fines, or lawsuits if you or your campaign violate any laws or regulations. You acknowledge that it is your responsibility to seek legal counsel when needed to ensure compliance. Sutton & Smart disclaims any liability for legal or regulatory consequences of your campaign decisions. By using our Services, you assume the risk that your activities could face legal scrutiny or penalties, and you agree that you will not hold the Company liable for any such consequences.
• Uncontrolled Variables: You understand that many factors affecting campaign success or failure are beyond Sutton & Smart’s control (for example, actions of voters, opponents, economic conditions, breaking news events, etc.). Any strategies or advice provided are based on our expertise and information available at the time, but they come with uncertainty. You accept that results may vary widely and external factors may negate the effectiveness of strategies that have worked elsewhere.

In summary, you knowingly accept all risks – financial, political, legal, and reputational – associated with your decisions and actions in connection with our Services. You agree that you will not hold Sutton & Smart liable for any negative outcomes, losses, or injuries (financial or otherwise) that you experience. It is your responsibility to carefully consider these risks and, if necessary, consult with your own advisors (legal, financial, or otherwise) before acting on any information or advice from us.

5. Community and Communication Protections

Sutton & Smart offers a variety of Services that involve community interaction, communications outreach, and hands-on campaign activities. We strive to provide a productive, safe environment and useful tools; however, to protect the Company from liability, the following terms apply to your participation in our courses, communities, and communications-related services:

5.1 Courses and Training Materials: We provide courses, webinars, workshops, and training materials to help you learn campaign skills and strategies. These resources are for informational and educational purposes only. While we aim for accuracy and effectiveness in our content, you are solely responsible for how you implement any strategies or advice. We do not guarantee that following our course curriculum or recommendations will yield success in your campaign. Any actions you take based on what you learn (for example, how you structure your campaign, what messages you use, how you fundraise) are completely at your own risk. Sutton & Smart will not be liable for any outcomes (good or bad) from your reliance on our educational content. By using our courses, you also agree not to claim that we are officially advising or managing your campaign – you are simply receiving training.

5.2 Community Forums and Engagement: We may host online forums, social media groups, community meet-ups, or other collaborative spaces for candidates, campaign staff, or community members (e.g. the “Blueprint Community”). Your participation in these communities is voluntary and at your own risk. Please remember that any information or advice shared by other users in the community is not vetted or endorsed by Sutton & Smart. We are not responsible for what other community members post, comment, or advise. You should exercise caution and your own judgment before following any advice from fellow community members. If you choose to meet or collaborate with others you met through our community, you do so at your own risk, and we are not responsible for any disputes, injuries, or damages arising out of those interactions.

You agree to conduct yourself civilly and respectfully within our community spaces. Harassment, hate speech, spam, or other inappropriate behavior can result in removal from the community. However, we do not guarantee to monitor all content in real-time, and we are not liable for any offensive or illegal content posted by third parties. If you see something inappropriate, you can report it to us, but understand our liability is limited as provided in these Terms.

5.3 Consulting Services: Sutton & Smart may provide one-on-one consulting, strategy sessions, or personalized advice as part of our services or packages. While we commit to offering our professional expertise and best strategic advice, all decisions and implementations are ultimately made by you. You are not hiring Sutton & Smart as a campaign manager or legal advisor, but as consultants. This means that you retain full control and responsibility for your campaign decisions. We will not be physically running your campaign; we advise, you decide. Therefore, we cannot be held liable for the results of any advice we give — whether you choose to follow it or not. You acknowledge that any guidance provided is based on the information you have given us and our experience, but it is not infallible and comes without any warranty of outcome. If you have concerns about any course of action, it is your responsibility to seek a second opinion or do further research. Any actions you take (or fail to take) in your campaign are your responsibility, and you agree not to bring any claim against the Company or our consultants for the consequences of those actions.

5.4 Phone Banking and Text Messaging Outreach: We may offer services or tools to assist with phone banking (calling voters) and text message outreach, or we may coordinate phone/text campaigns on your behalf. It is your responsibility to ensure that any call or text campaign you conduct is compliant with all applicable laws (including but not limited to the Telephone Consumer Protection Act (TCPA), anti-spam laws, and any state/local telemarketing laws). We will provide technology and guidance, but we do not assume liability for the contact lists you use, the content of your messages, or any lack of consent from recipients. You must only contact individuals who have given appropriate permission where required, and you must follow any opt-out/unsubscribe requirements. If any complaints, lawsuits, or regulatory actions (for example, FCC fines or lawsuits for unwanted texts/calls) arise from your phone or text outreach, you agree that you are solely responsible for them and you will indemnify and hold Sutton & Smart harmless as stated in the Indemnification section above. We provide the platform or service “as-is” for your use, but you assume all risk for how you use it.

Additionally, you acknowledge that phone and text outreach can sometimes result in negative feedback or PR issues (e.g., recipients posting complaints on social media). You accept that risk and will not hold the Company responsible for any reputational harm arising from outreach campaigns.

5.5 Canvassing and In-Person Activities: Sutton & Smart might assist in organizing or managing canvassing efforts (door-to-door canvassing, in-person events, signature gathering, etc.) through our Paid Canvassing programs or volunteer coordination. While we may help strategize or coordinate, we do not supervise each interaction that occurs in the field. You and your campaign are responsible for training your canvassers to behave lawfully and courteously, and for ensuring they follow applicable laws (for example, respecting “No Trespassing” signs, local solicitation ordinances, or electioneering boundaries). We are not liable for any incidents that occur during canvassing or in-person campaign activities, such as personal injuries, property damage, confrontations with residents, or any other issues. You assume all risks associated with face-to-face campaigning, including the safety of you and your volunteers.

Sutton & Smart does not provide insurance or coverages for canvassing activities unless explicitly stated in a separate written agreement. You agree to release the Company from any claims or liability arising from in-person campaign efforts, and if a third party (for example, a homeowner or a volunteer) brings a claim related to canvassing, you agree to indemnify the Company as provided in Section 2.

5.6 General Disclaimer for Community/Communication Services: All our Services in this category (courses, community, consulting, phone/text, canvassing, etc.) are provided to support your efforts, but not to assume your responsibilities. You acknowledge that Sutton & Smart is not a political action committee, not a law firm, and not a guaranteed campaign vendor; we are advisors and strategists. We do not file paperwork for you, we do not make official statements on your behalf (unless explicitly agreed in a separate PR service contract), and we do not take responsibility for interactions between you and voters or third parties. Your campaign and related activities remain under your ownership and control, and thus so do the risks and liabilities associated with them.

6. Digital Content and Outreach Tool Protections

Sutton & Smart prides itself on leveraging technology – including digital content creation and AI tools – to enhance campaign outreach. In using our digital offerings, you agree to the following provisions that protect the Company from liability related to digital communications, AI outputs, and automated outreach:

6.1 Use of Automated Dialers and Messaging Systems: If we provide you with, or give you access to, any automated telephone dialing systems, robocall software, mass-texting platforms, or similar autodialer technology as part of our Services, you must use them responsibly and lawfully. Automated outreach is heavily regulated, and you must ensure compliance with all laws such as the U.S. Telephone Consumer Protection Act (TCPA), CAN-SPAM Act (for texts/emails), and any state laws regarding automated calls or texts. You are solely responsible for the contact lists and phone numbers you use, the content of any pre-recorded messages or texts, and obtaining any necessary prior express consent from recipients. Sutton & Smart does not assume any liability for unauthorized or unlawful use of autodialers or messaging tools.

By using our digital outreach tools, you agree that:

• You will only contact individuals in accordance with applicable law and with proper consent. You will adhere to opt-out requests promptly.
• You will not use our tools to send fraudulent, slanderous, or unlawful messages. Content must comply with Section 5.4 and all laws.
• You will defend and indemnify us for any claims, fines, or damages arising from your use of autodialers or bulk messaging in violation of law or these Terms. This means if we or our tool providers are sued or penalized because of something illegal in your calling/texting campaign, you will cover all costs (per Section 2 Indemnification).
• We provide the technology “as-is” and do not guarantee delivery rates, response rates, or technical performance of calls/texts. System outages or delays may occur and we are not liable for any missed communications or opportunities due to such issues.

6.2 AI Technology and Outputs: Sutton & Smart may utilize Artificial Intelligence tools or algorithms in delivering certain services – for example, AI-driven analytics for voter data, AI-generated content suggestions (like drafting social media posts or scripts), chatbots for voter engagement, or any other machine learning technologies integrated into our platform. While we strive to ensure our AI tools are effective and accurate, AI technology has inherent limitations and can occasionally produce incorrect or unpredictable results. You acknowledge and agree that:

• AI Outputs are for Advisory Use: Any content or recommendations produced by our AI (such as a draft speech, strategy insight, voter targeting suggestion, etc.) are advisory only. You must review, edit, and approve all AI-generated content or decisions before using them in your campaign. You should not blindly trust AI outputs without your own judgment. The responsibility for any published content or strategic decision lies with you, not with the AI or the Company.
• No Warranties on Accuracy: We do not guarantee the accuracy, completeness, or suitability of any information or content generated by AI. The AI might use data and patterns but can be wrong or biased. You assume the risk of any errors or inconsistencies in AI outputs. Sutton & Smart will not be liable for any action you take in reliance on AI-generated information or any consequences of AI errors.
• User Data and AI: If our AI tools use data you provide (e.g., voter lists, past campaign data) to generate insights, you retain ownership of your data, but you give us a license to use it for providing the service. We will handle any personal data in accordance with our Privacy Policy. You must ensure that any data you provide for AI analysis is collected and shared with us in compliance with all privacy laws (for example, don’t upload voter information that you are not authorized to share). We are not responsible for any data law violations on your part in supplying data to our tools.
• No Reverse Engineering AI: The AI tools we provide are part of our Proprietary Materials. You agree not to attempt to reverse engineer or extract the underlying models or datasets. The outputs may be used by you for your campaign, but you cannot claim ownership of the AI itself or use our AI outside the intended scope.

6.3 Political Communications Content: Throughout your use of our Services, you may craft various political communications – such as campaign emails, texts, social media posts, mailers, speeches, or advertisements. Some of these communications might be created with our help (e.g., using our templates, AI suggestions, or staff input). Regardless of our assistance, you are ultimately responsible for the content of all your campaign communications. This means:

• Message Compliance: You must ensure that your messages (whether written, spoken, or recorded) comply with all applicable laws and regulations. This includes laws about truth in advertising, election communication disclaimers (e.g., “paid for by…” disclosures on campaign materials as required by law), libel/defamation laws, copyright laws (if you use images or music, for example), and any other relevant content rules. Sutton & Smart may remind or advise you of some requirements, but we do not assume liability for your communications’ compliance.
• No Endorsement or Editing by Company: Unless explicitly stated, Sutton & Smart does not pre-approve or edit your communications. We may provide strategy or feedback, but we are not your publisher or editor. As a result, the Company disclaims any responsibility for what you ultimately communicate to the public or to voters. We are simply a facilitator. If any communication you make (for example, a campaign advertisement or public statement) results in a complaint, controversy, or legal claim (such as an accusation of defamation by an opponent, or a regulatory violation), that is solely on you. You agree not to include us as a party in any such dispute and to indemnify us if a third party tries to hold us responsible for content that you, or someone on your campaign, created or disseminated.
• Third-Party Platforms: If we assist you in posting or advertising on third-party platforms (like Facebook, Twitter, or mass-email services), you must abide by those platforms’ terms of use and policies as well. We are not liable for any account suspensions, removals, or actions by third-party platforms due to your content. (For example, if your Twitter account is suspended for content reasons, that is not our responsibility even if we helped craft the tweet.)
• Autodialer & AI Integration: If your political communications involve both AI content and automated delivery (for instance, an AI drafts a text that is then sent via an autodialer platform), you must carefully review and ensure both the content and the method of delivery are compliant and appropriate. Any errors in content or delivery are your responsibility, as outlined above and in Section 6.1 and 6.2.

In summary, our digital and outreach tools (autodialers, AI, etc.) are powerful, but they come with rules and risks. By using them, you agree that you use them at your own risk and responsibility. Sutton & Smart provides the infrastructure and guidance, but you, the User, are the one sending the messages and running the campaign — and thus you bear responsibility for those actions. We have made it clear that any misuse or problematic outcome from these digital tools falls on you and not on the Company.

7. Limitation of Liability

To the maximum extent permitted by applicable law, Sutton & Smart LLC’s liability to you is strictly limited. By agreeing to these Terms, you understand and accept that the Company is offering its Services under the condition that its legal exposure is minimized. If you are dissatisfied with any aspect of our Services or these Terms, your sole and exclusive remedy is to stop using the Services. You further agree that:

• No Indirect or Consequential Damages: Under no circumstances will the Company or its affiliates, officers, employees, or agents be liable to you or any third party for any indirect, incidental, consequential, special, exemplary, or punitive damages whatsoever. This exclusion includes, but is not limited to, damages for lost profits or revenues, loss of business opportunity, loss of data, loss of goodwill or reputation, campaign losses, election losses, or any economic or intangible losses arising out of or related to your use of (or inability to use) our Services. We will not be liable for any damages that were not directly caused by our breach of these Terms, and we will not be liable for damages that could not have been reasonably foreseen by us at the time you agreed to these Terms.
• Cap on Direct Damages: If, notwithstanding the above, Sutton & Smart is found liable to you for any claim or cause of action (whether in contract, tort, or any other theory of liability), the maximum aggregate damages you can recover from us shall not exceed the amount you have paid to the Company for Services in the twelve (12) months immediately preceding the event giving rise to the claim. If you have paid us nothing, our liability for any and all claims will be zero. This cap on damages is cumulative and not per-incident; it applies to all claims in the aggregate.
• Types of Claims Not Covered: Without limiting the general exclusion of indirect damages above, the Company specifically will not be liable for any claims or losses arising from:
  • Campaign Outcomes: Your failure to win an election or achieve a campaign objective, or any negative result in a vote or initiative, even if you followed our advice or if our Services experienced issues. Political outcomes involve many factors beyond our control, and you fully assume that risk (see Section 4).
  • Third-Party Disputes or Actions: Any dispute or legal action between you and any third party, including but not limited to disputes with voters, opponents, vendors, volunteers, or government/regulatory entities. For example, if a regulatory agency fines your campaign or a lawsuit is brought against you by someone, we are not liable for those consequences or any costs associated (even if it’s related to something that happened using our Services).
  • Community Interactions: Any issues arising from interactions in our community forums or with other users (as outlined in Section 5.2), such as disagreements, offensive remarks by others, or any offline meetings that result from connections made in the community.
  • Data Loss or Service Interruptions: Loss of your data or content (for example, if a document you were working on in our platform is lost), or any downtime, unavailability, or malfunction of our Services or technology. We do not warrant that our digital services will be uninterrupted or error-free. Any technical issue will be addressed on a best-effort basis, but we do not accept liability for losses incurred due to such issues.
  • Any Other Circumstance: Any matter beyond our reasonable control including acts of God, war, terrorism, government actions, labor disputes, pandemic, or the failure of third-party services (e.g., if a texting platform provider has an outage that affects your campaign).
• No Warranties; “As-Is” Provision: Sutton & Smart provides all services and materials “AS IS” and “AS AVAILABLE,” without any warranties or guarantees of any kind, unless expressly stated otherwise in writing. To the extent allowed by law, we disclaim all warranties – express, implied, or statutory – including any implied warranties of merchantability, fitness for a particular purpose, accuracy, title, non-infringement, or quiet enjoyment. For example, we do not warrant that: our strategies will guarantee success, our advice is error-free, our technology will be uninterrupted or secure, or that you will achieve any particular outcome by using the Services. You acknowledge that no employee or representative of Sutton & Smart is authorized to make any contrary representations or promises on our behalf. You assume all responsibility for verifying that the Services meet your needs.
• Applicability of Limitations: Some jurisdictions do not allow the exclusion of certain warranties or the limitation/exclusion of liability for certain types of damages. To the extent that applicable law does not permit a particular disclaimer or limitation in these Terms to apply to you, that provision will be modified to the minimum extent necessary to comply with the law, consistent with the parties’ intent. However, all other disclaimers, exclusions, and limitations in these Terms will still apply. In any case, our liability will be limited to the fullest extent permitted by law. If applicable law prohibits us from disclaiming liability for certain damages (such as specific statutory violations), then we do not disclaim those specific liabilities – but any liabilities we cannot disclaim are capped to the smallest amount allowable by law or, if a cap is required by law, then that cap will be the maximum allowed by law.
• Time Limit on Claims: You agree that any claim or cause of action you have arising out of or related to the Services or these Terms must be filed within one (1) year after such claim or cause of action arose; otherwise, you are permanently barred from bringing that claim. (This provision does not apply where prohibited by law, but in any event, a court may apply the shortest statute of limitations legally permissible.)

Fundamental Basis of the Bargain: You acknowledge that Sutton & Smart is able to offer its Services and set its fees (if any) in reliance on the warranty disclaimers and liability limitations above. These clauses form an essential basis of the bargain between you and us. Absent these disclaimers and limitations, the terms and pricing of our Services would be different.

8. No Class Actions – Class Action Waiver

You and Sutton & Smart LLC agree that all claims and disputes must be pursued on an individual basis, not as part of a class action. By entering into this Agreement, you waive any right to litigate or arbitrate any dispute as a class action, joint, collective, consolidated, or representative proceeding. This means:

• No Class or Representative Proceedings: You shall not file, opt into, or participate in any form of class, collective, consolidated, or representative lawsuit or arbitration against the Company. Any dispute you have must be pursued in your own name only, and not on behalf of any other person or group of people. Likewise, you agree not to join your claim with the claim of any other person or entity in a single lawsuit or arbitration.
• Waiver is Independent: This class action waiver stands on its own as a separate, independent agreement between you and the Company. Even if the arbitration clause in Section 9 is found to be unenforceable or not applicable, the class action waiver shall remain in effect. In other words, under no circumstances will you bring a class or representative action against Sutton & Smart, whether in arbitration or in court. If for any reason a claim proceeds in court rather than arbitration, you and we agree that the claim will be litigated only on an individual basis (not as a class action), and you explicitly waive any right to a jury trial for such claim.
• Consideration: You acknowledge that the class action waiver is a material part of the bargain between you and Sutton & Smart. The pricing and availability of Services reflect this waiver and the understanding that disputes will be resolved on an individual basis. By agreeing to this waiver, you may be limiting your rights in the event of a dispute, but you do so knowingly and voluntarily. If you do not agree to waive class action rights, you should not use the Services.
• Opt-Out Not Permitted: There is no opportunity to opt out of this class action waiver (aside from opting not to use the Services altogether). This Terms of Service agreement is presented on a take-it-or-leave-it basis to all Users equally; class action waivers such as this have been found enforceable under federal law (including the Federal Arbitration Act).

If a court or arbitrator decides that this class action waiver is unenforceable or void with respect to a particular claim or a particular party, then this class action waiver shall not apply to that claim or party, and that portion of the claim shall proceed in court, but the class action waiver shall still apply to all other claims and parties permitted to proceed. In any scenario, the parties agree that class action procedures shall not be asserted in any dispute.

9. Binding Arbitration of Disputes

PLEASE READ THIS SECTION CAREFULLY – it affects your legal rights. It **requires most disputes to be resolved through final and binding arbitration instead of in court, and it prevents you from bringing or participating in any class or representative action (as stated above in Section 8).

9.1 Agreement to Arbitrate: You and Sutton & Smart LLC agree that any dispute, claim, or controversy arising out of or relating to these Terms, your use of the Services, or any other aspect of your relationship with the Company shall be resolved exclusively through binding arbitration, rather than in court, except in the limited circumstances expressly described in Section 9.4 below. “Dispute” shall be interpreted as broadly as permitted under law and includes any claim or controversy of any kind (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory) even if the claim arises after you have stopped using our Services. By agreeing to arbitrate, both parties are waiving the right to litigate in court or to have a judge or jury decide the dispute, and waiving the right to participate in a class action or similar proceeding, as explained in Section 8.

This arbitration agreement is governed by the U.S. Federal Arbitration Act (FAA) and evidences a transaction in interstate commerce. The arbitrator shall apply the FAA and applicable statutes of limitations.

9.2 Covered Parties and Scope: This arbitration agreement is between you and Sutton & Smart LLC, and it also applies to claims between you and our affiliates, officers, directors, employees, agents, contractors, subcontractors, successors, or assigns to the extent any such claims arise out of or relate to your use of the Services or these Terms. By using the Services, you also agree to arbitrate any disputes you may have with those parties related to our Services, as well as any disputes those parties may have with you (with the Company or its affiliates able to enforce this agreement on their behalf). All such persons and entities are intended third-party beneficiaries of this arbitration agreement, entitled to invoke it as a defense or to compel arbitration.

9.3 Arbitration Procedures: The arbitration will be administered by a neutral arbitration organization mutually agreed upon by you and the Company. Unless otherwise mutually agreed, the arbitration shall be administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules (if applicable) or Commercial Arbitration Rules, as appropriate. You can find more information about AAA and its rules on AAA’s website. If AAA is unavailable or unwilling to handle the dispute, the parties shall agree on an alternative reputable arbitration provider, or a court can appoint one.

Arbitration Process:

• Initiating Arbitration: To begin an arbitration, the claimant (the party who wants to bring a claim) must send a written demand for arbitration to the other party. For claims against the Company, send the notice to: Sutton & Smart LLC, Attn: Legal Department, [Address in Phoenix, Arizona]. The notice must describe the nature of the claim and the relief sought. We encourage you to contact us informally before starting arbitration, as we may be able to resolve the dispute without formal proceedings.
• Arbitration Fees: Payment of all filing, administration, and arbitrator fees will be governed by the arbitration provider’s rules. To the extent required by law or the arbitration provider’s rules, we will pay the arbitration fees (or reimburse you for your share of the fees) upon your request. Otherwise, fees will be allocated as determined by the arbitrator (who may award fees and costs to the prevailing party, if appropriate or required by law).
• Arbitration Location and Logistics: The arbitration hearing will take place in Phoenix, Arizona, unless you and the Company agree to another location. If your claimed damages are relatively small (for example, under $10,000), you may choose to have the arbitration conducted solely on the basis of documents, by phone, or by video, subject to the arbitrator’s discretion and the rules of the arbitration forum. For larger claims, the arbitration will likely involve limited discovery (exchange of information) and then an evidentiary hearing where each side can present evidence and arguments. The arbitrator is empowered to grant any remedy that a court could, including monetary damages and injunctive or declaratory relief on an individual basis.
• Arbitrator’s Authority: The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that the arbitration agreement is void or voidable. However, the arbitrator shall not have authority to hear or decide any consolidated, class, or representative arbitration, which is expressly prohibited by these Terms (see Section 8). The arbitration will be conducted by a single arbitrator who is an attorney licensed to practice law or a retired judge. The arbitrator shall provide a reasoned written decision if requested by either party. The arbitrator’s award shall be final and binding, and judgment on the award may be entered and enforced in any court of competent jurisdiction.

9.4 Exceptions to Arbitration: While we intend for this arbitration agreement to be as broad as possible, there are a few narrow exceptions in which either you or the Company may choose to go to court (in an appropriate jurisdiction) and not be required to arbitrate:

• Small Claims: You have the right to bring an individual claim in small claims court (or an equivalent court for minor disputes) in your county of residence or in Maricopa County, Arizona, if the claim is eligible to be filed in that court. If a claim is filed in small claims court, it should remain on an individual basis in that court and not be removed or appealed to a higher court, unless it no longer qualifies for small claims.
• Injunctive Relief for IP or Unauthorized Use: Sutton & Smart retains the right to seek temporary or preliminary injunctive relief (a court order) in a court of law to address unauthorized use of its intellectual property, breach of confidentiality, or other claims that could cause irreparable harm and require immediate relief. This means if you were to violate the intellectual property provisions (Section 3) or misuse our trade secrets or confidential information, we can go to court to ask for an order to stop you without first going to arbitration. Such a request for equitable relief will not waive the right to arbitrate other aspects of the dispute or other claims. Likewise, if either party needs to compel arbitration or enforce an arbitration award, that can be done in court.
• Legal Compliance and Government Agencies: This arbitration agreement does not prevent you from filing a complaint with a government administrative agency (such as the Federal Election Commission, the Equal Employment Opportunity Commission, or any state administrative agency) to the extent you are entitled by law to do so. Such proceedings are not considered “disputes” between us for the purpose of this arbitration clause. However, after exhausting any applicable administrative process, if the matter becomes a lawsuit between us, it must be arbitrated as required by these Terms.

9.5 Waiver of Jury Trial: By agreeing to arbitrate, both you and the Company knowingly and voluntarily waive any constitutional and statutory rights to sue in court and have a trial in front of a judge or jury. You acknowledge that, absent this arbitration agreement, you might otherwise have had a right or opportunity to bring disputes in court, with a judge or jury deciding your case, and/or to participate or be represented in a case filed in court by others (including class actions). Those rights are hereby waived. In the event any litigation should arise between you and the Company in any court (in a lawsuit allowed by this Section 9 or otherwise), you and the Company expressly and knowingly waive all rights to a trial by jury, and instead choose to have such dispute resolved by a judge.

9.6 Survival and Severability of Arbitration Provision: This Section 9 (Arbitration) shall survive termination of your use of the Services or your relationship with the Company. If any portion of this arbitration agreement is deemed invalid or unenforceable, the remainder of this Section shall remain in force (except that if the class action waiver in Section 8 is limited or voided, then the entirety of this Section 9 may be deemed void at the option of the Company). If for any reason a dispute proceeds in court rather than arbitration, the dispute shall be litigated only in the courts specified in Section 10 (Governing Law & Jurisdiction), and not as a class action, and the jury trial waiver in Section 9.5 shall still apply.

By agreeing to these Terms, you affirm that you have read and understood this arbitration provision, and that you voluntarily agree to binding arbitration. You understand that by accepting these terms, you are giving up the right to a trial by jury or judge, and the right to participate in a class action or similar proceeding. If you do not wish to be subject to arbitration on these terms, you must not use our Services.

10. Governing Law and Jurisdiction

Governing Law: This Agreement and any dispute arising out of or relating to the Agreement or the Services shall be governed by and construed in accordance with the laws of the State of Arizona, USA, without giving effect to any conflict of law principles that would result in the application of the laws of another jurisdiction. You agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms or your use of the Services.

Jurisdiction and Venue: Subject to the arbitration requirements above, you agree that any lawsuit or court proceeding permitted under these Terms (for example, a proceeding to enforce an arbitration award or a claim exempt from arbitration) shall be brought exclusively in the state or federal courts located in Maricopa County, Arizona. You consent to the exclusive jurisdiction and venue of such courts and waive any objections (including objections based on inconvenience) to the exercise of jurisdiction by those courts. In other words, if any dispute between us is determined by a court (not arbitrated), that court must be located in Phoenix, Arizona (or the appropriate court that serves Phoenix/Maricopa County).

Local Law Provisions: If you reside outside Arizona or the United States, you understand and agree that:

• You are voluntarily availing yourself of the Services in Arizona, and Arizona law governs your use;
• You will not argue that any local consumer protection or other laws of your jurisdiction apply to our relationship, to the extent you can contract out of such laws;
• Nothing in this Governing Law clause limits any rights you might have under mandatory laws of your jurisdiction (such as specific consumer rights) to the extent those apply by operation of law despite the choice of Arizona law.

Injunctive Relief and Equitable Remedies: As noted, Sutton & Smart may seek injunctive or equitable relief in the Arizona courts to protect its intellectual property or enforce its rights under these Terms. You agree that a breach of Sections 3 (Intellectual Property), 5 (Community & Communications, where applicable), or any violation of confidentiality or non-disparagement obligations (if separately agreed) would cause irreparable harm to the Company, and that the Company is entitled to seek injunctive relief in addition to any other remedies (in arbitration or at law) to stop or prevent such harm.

Service of Process: You agree that we may notify or serve you with legal process via the contact information you have provided to us (e.g., by sending notice to the email or mailing address you have on file). You agree to keep your contact information up to date. Any such service shall be deemed effective as if served personally upon you within Arizona.

11. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, that provision shall be severed and interpreted or reformed to the minimum extent necessary to make it enforceable, or to reflect as closely as possible the original intentions of the parties consistent with applicable law. All other provisions of these Terms will remain in full force and effect. The unenforceability of any particular provision shall not affect the validity of the remaining provisions, which will continue to be binding and enforceable.

It is the express intent of the parties that every provision of these Terms be interpreted so as to be valid and enforceable to the fullest extent permitted by law. In particular, **if any portion of the class action waiver (Section 8) or arbitration clause (Section 9) is found to be unenforceable, the court or arbitrator is instructed to modify that portion, if possible, to protect the Company’s interests (for example, by severing the part that causes unenforceability) and still enforce arbitration and waiver of class actions to the maximum extent allowed. If a provision cannot be saved or modified and must be severed entirely, the remaining provisions (including all remaining parts of the arbitration agreement, if any) shall continue in effect.

12. Miscellaneous Provisions

12.1 Entire Agreement: These Terms (along with any additional rules, guidelines, or policies expressly incorporated by reference, such as our Privacy Policy) constitute the entire agreement between you and Sutton & Smart LLC regarding the subject matter herein, and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. You acknowledge that you have not relied on any representation, warranty, or statement not expressly set forth in this Agreement.

12.2 No Waiver: No failure or delay by the Company in exercising any right, power, or privilege under these Terms shall operate as a waiver thereof. Similarly, no single or partial exercise of any right, power, or privilege shall preclude any other or further exercise of that or any other right, power, or privilege. Any waiver of rights by the Company must be in writing (signed by an authorized representative) to be effective, and will apply only to the specific instance stated. The Company’s rights and remedies under these Terms are cumulative and not exclusive of any rights or remedies provided by law.

12.3 Assignment: You may not assign or transfer these Terms (or any of your rights or obligations hereunder) without our prior written consent. Any purported assignment in violation of this section is null and void. Sutton & Smart may assign or transfer this Agreement or any of its rights or obligations at any time, in whole or in part, without your consent, to any affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets, or by operation of law or otherwise. These Terms shall bind and inure to the benefit of the parties, their successors, and permitted assigns.

12.4 Third-Party Beneficiaries: Except as expressly stated in these Terms (for example, the Indemnified Parties under Section 2, and the Covered Parties under the Arbitration clause Section 9.2, who are explicitly protected by and may enforce certain provisions), there are no third-party beneficiaries to this Agreement. This Agreement is for the sole benefit of you and the Company (and our respective successors and permitted assigns).

12.5 Relationship of Parties: You and the Company are independent contracting parties. Nothing in these Terms shall be construed as creating a partnership, franchise, joint venture, employer-employee, or agency relationship between you and us. You have no authority to bind the Company or to act on the Company’s behalf. Any rights not expressly granted to you in these Terms are reserved by Sutton & Smart.

12.6 Headings and Interpretation: The section titles and headings in these Terms are for convenience only and have no legal or contractual effect. In these Terms, the words “including” and “include” mean “including, but not limited to.” The word “or” is disjunctive but not exclusive. Any ambiguities in the interpretation of this Agreement shall not be construed against the drafter (you agree that these Terms shall not be construed more strictly against one party by virtue of who drafted them, as both parties have had opportunity to review and accept).

12.7 Contact Information: If you have any questions, concerns, or notices regarding these Terms or the Services, you may contact us at:

Sutton & Smart LLC
[hello@suttonsmart.com]
Phoenix, Arizona, USA
Email: [hello@suttonsmart.com]
Phone: [480-771-0684]

By using our Services, you acknowledge that you have read these Terms of Service, understand them, and agree to be legally bound by them. Thank you for trusting Sutton & Smart LLC with your political campaign and outreach needs. We are committed to empowering your efforts while protecting our legal rights, and we look forward to working together under these clear terms and mutual understandings.