Terms & Conditions

These Terms and Conditions ("Terms") govern your access to and use of upwardspiraladvisory.com (the "Site") and the advisory services provided by Upward Spiral Advisory, LLC ("Upward Spiral," "we," "us," or "our"). By accessing the Site, submitting an inquiry, or engaging our services, you agree to be bound by these Terms.

Services

Upward Spiral provides senior organizational advisory services, including but not limited to diagnostic engagements ("Foundation"), implementation support, and ongoing retainer-based advisory services. The specific scope, deliverables, timeline, and fees for any engagement will be set out in a separate written agreement or proposal ("Engagement Agreement") between Upward Spiral and the client.

In the event of a conflict between these Terms and an Engagement Agreement, the Engagement Agreement will govern with respect to the specific services described therein.

Use of the Site

You agree to use the Site only for lawful purposes and in a manner that does not infringe the rights of, restrict, or inhibit anyone else's use of the Site. You may not use the Site in any way that could damage, disable, overburden, or impair it, or interfere with any other party's use of the Site.

Intellectual Property

All content on the Site, including text, graphics, logos, frameworks, methodologies, and other materials, is the property of Upward Spiral Advisory, LLC or its licensors and is protected by applicable intellectual property laws. You may not reproduce, distribute, modify, or create derivative works from any content on the Site without our prior written consent.

Any proprietary frameworks, methodologies, tools, or materials developed by Upward Spiral and shared with a client during an engagement remain the intellectual property of Upward Spiral unless otherwise specified in writing in the applicable Engagement Agreement.

Confidentiality

Both parties agree to treat as confidential any non-public business, organizational, or operational information shared in the course of an engagement, except where disclosure is required by law or where the information is or becomes publicly available through no fault of the receiving party. Specific confidentiality terms may be further defined in an Engagement Agreement or separate confidentiality agreement.

Professional Advice Disclaimer

Upward Spiral provides advisory services intended to support organizational leadership in assessing and navigating periods of transition. While we bring substantial professional experience to each engagement, our services do not constitute legal, financial, tax, or other licensed professional advice. Clients are responsible for making their own decisions regarding the implementation of any recommendations and should consult with appropriately licensed professionals as needed.

No Guarantee of Outcomes

While we are committed to providing thoughtful, experienced, and high-quality advisory support, Upward Spiral does not guarantee specific business outcomes, results, or organizational changes resulting from our services. Each organization's circumstances are unique, and outcomes depend on a variety of factors outside our control, including decisions made and actions taken by the client.

Fees and Payment

Fees for services are set out in the applicable Engagement Agreement. Unless otherwise stated, fees are due according to the payment schedule specified in that agreement. Late payments may result in pause or termination of services at our discretion.

Refunds and Cancellations

All fees paid for Upward Spiral's services are non-refundable. Please see our Refund & Cancellation Policy for more information.

Limitation of Liability

To the fullest extent permitted by law, Upward Spiral Advisory, LLC, its founder, employees, and contractors shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, arising from or related to your use of the Site or our services, even if advised of the possibility of such damages.

In no event shall Upward Spiral's total liability for any claim arising out of or relating to an engagement exceed the total fees paid by the client for that engagement.

Indemnification

You agree to indemnify and hold harmless Upward Spiral Advisory, LLC and its founder, employees, and contractors from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of your use of the Site, your violation of these Terms, or your violation of any rights of a third party.

Governing Law

These Terms shall be governed by and construed in accordance with the laws of the District of Columbia, without regard to its conflict of law provisions. Any disputes arising under these Terms or an Engagement Agreement shall be resolved in the courts located in the District of Columbia.

Changes to These Terms

We may update these Terms from time to time. Any changes will be posted on this page with an updated effective date. Your continued use of the Site or engagement of our services after such changes constitutes acceptance of the updated Terms.

Contact Us

If you have questions about these Terms, please contact us.