Privacy Policy | Execution360

TERMS OF USE

Last updated: January 1, 2022

Please read these Terms and Conditions ("Terms", "Terms and Conditions") carefully before using
the Execution360 Online Execution Platform (https://www.execution360.com/
and https://execution360.co/index.html website) (the "Service") operated Execution360, Inc.
(“360”, "us", "we", “Company” or "our").

THESE TERMS OF SERVICE ("TERMS") CONSTITUTE A CONTRACT BETWEEN YOU AND EXECUTION360 AND GOVERN THE USE OF AND ACCESS TO THE SERVICE AND SITE BY YOU, SUBSCRIBERS, AND END-USERS WHETHER IN CONNECTION WITH A PAID SUBSCRIPTION TO THE SERVICE (“Subscription” or “Service”) OR A FREE TRIAL OF THE SERVICE.

By accepting these Terms, or by accessing or using the Service or Site, or authorizing or
permitting a Subscriber or End-User to access or use the Service, You agree to be bound by
these Terms.

If You are entering into these Terms on behalf of a company, organization, or another legal entity
(an "Entity"), You are agreeing to these Terms for that Entity and representing to EXECUTION360 that You have the authority to bind such Entity and its affiliates to these Terms, in which case the terms "Subscriber," "You," "Your", or related capitalized terms herein shall refer to such Entity and its affiliates. If You do not have such authority, or if You do not agree with these Terms, You must not accept these Terms and may not use the Service.

Your access to and use of the Service is conditioned upon your acceptance of and compliance
with these Terms. These Terms apply to all visitors, users and others who wish to access or use
the Service.

By accessing or using the Service you agree to be bound by these Terms. If you disagree with any
part of the terms, then you do not have permission to access the Service.

Communications
By creating an Account on our service, you agree to subscribe to newsletters, marketing or
promotional materials and other information we may send. However, you may opt out of
receiving any, or all, of these communications from us by following the unsubscribe link or
instructions provided in any email we send.

Subscriptions
Some parts of the Service are billed on a subscription basis ("Subscription(s)") and provide the Subscriber a non-exclusive license to access the platform. During the Subscription Term and subject to compliance by You, Subscribers, and End Users with these Terms, You have the limited right to access and use the Service consistent with the Service Plan You subscribe to for Your internal business purposes.

At the end of each Billing Cycle, your Subscription will automatically renew under the exact same
conditions unless other arrangements have been agreed to between You and The Company
Should automatic billing fail to occur for any reason, EXECUTION360 will issue an electronic invoice
indicating that you must proceed manually, within a certain deadline date, with the full payment
corresponding to the billing period as indicated on the invoice.

A sufficient Internet connection is required for proper transmission of the Service. You are
responsible for procuring and maintaining the network connections that connect Your network
to the Service, including, but not limited to, "browser" software that supports protocols used by
EXECUTION360 including Secure Socket Layer (SSL) protocol or other protocols accepted by EXECUTION360, and to follow procedures for accessing services that support such protocols. We are not responsible for notifying You, Subscribers, or End Users of any upgrades, fixes, or enhancements to any such software or for any compromise of data, including Your Data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated, or controlled by EXECUTION360. We assume no responsibility for the reliability or performance of any connections as described in this Section.

You agree not to: (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time
share, or otherwise commercially exploit or make the Service available to any third party, other
than authorized Subscribers and End Users in furtherance of Your internal business purposes as
expressly permitted by these Terms; (b) use the Service to process data on behalf of any third
party other than Subscribers or End Users; (c) modify, adapt, or hack the Service, or otherwise
attempt to gain unauthorized access to the Service or related systems or networks; (d) falsely
imply any sponsorship or association with EXECUTION360 (e) use the Service in any unlawful manner,
including but not limited to violation of any person's privacy rights; (f) use the Service to send
unsolicited or unauthorized junk mail, spam, pyramid schemes, or other forms of duplicative or
unsolicited messages; (g) use the Service to store or transmit files, materials, data, text, audio,
video, images, or other content that infringes on any person's intellectual property rights; (h) use
the Service in any manner that interferes with or disrupts the integrity or performance of the
Service and its components; (i) attempt to decipher, decompile, reverse engineer, or otherwise
discover the source code of any software making up the Service; (j) use the Service to knowingly
post, transmit, upload, link to, send, or store any content that is unlawful, racist, hateful,
abusive, libelous, obscene, or discriminatory; (k) use the Service to store or transmit any
"protected health information"; (l) use the Service to knowingly post transmit, upload, link to,
send, or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful
software ("Malicious Software"); or (m) try to use, or use the Service in violation of these Terms.

You are responsible for compliance with the provisions of these Terms by Subscribers and End
Users and for any and all activities that occur under Your Account, as well as for all Your Data.
Without limiting the foregoing, You are solely responsible for ensuring that use of the Service to
collect, store, transmit, and otherwise process Your Data is compliant with all applicable laws
and regulations. You also maintain all responsibility for determining whether the Service or the
information generated thereby is accurate or sufficient for Your purposes. Subject to any
limitation on the number of individual Subscribers available under the Service Plan for which You
subscribed, access to and use of the Service is restricted to the specified number of individual
Subscribers permitted under Your subscription to the Service. You agree and acknowledge that
each Subscriber will be identified by a unique email address and password ("Login") and that a
Login may only be used by one (1) individual. YOU WILL NOT SHARE A LOGIN AMONG MULTIPLE
INDIVIDUALS. YOU AND YOUR SUBSCRIBERS ARE RESPONSIBLE FOR MAINTAINING THE
CONFIDENTIALITY OF ALL LOGIN INFORMATION FOR YOUR ACCOUNT.

In addition to Our rights as set forth in the Termination or Cancellation Provisions, EXECUTION360
reserves the right, EXECUTION360’s reasonable discretion, to temporarily suspend Your access to and
use of the Service: (a) during planned downtime for upgrades and maintenance to the Service;
(b) during any unavailability caused by circumstances beyond Our reasonable control, such as,
but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical
failures beyond Our reasonable control (including, without limitation, inability to access the
Internet), or acts undertaken by third parties, including, without limitation, distributed denial of
service attacks; or (c) if We suspect or detect any Malicious Software connected to Your Account,
or use of the Service by You, Subscribers, or End Users.

Free Trial
EXECUTION360 may, at its sole discretion, offer a Subscription with a free trial for a limited period of
time ("Free Trial").

You may be required to enter your billing information in order to sign up for the Free Trial.
If you do enter your billing information when signing up for the Free Trial, you will not be
charged by EXECUTION360 until the Free Trial has expired. On the last day of the Free Trial period,
unless you cancelled your Subscription, you will be automatically charged the applicable
Subscription fees for the type of Subscription you have selected.

At any time and without notice, EXECUTION360 reserves the right to (i) modify the terms and
conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.

Fee Changes
EXECUTION360, in its sole discretion and at any time, may modify the Subscription fees for the
Subscriptions. Any Subscription fee change will become effective at the end of the then-current
Billing Cycle.

EXECUTION360 will provide you with a reasonable prior notice of any change in Subscription fees to
give you an opportunity to terminate your Subscription before such change becomes effective.
Your continued use of the Service after the Subscription fee change comes into effect constitutes
your agreement to pay the modified Subscription fee amount.

Refunds
Certain refund requests for Subscriptions may be considered by EXECUTION360 on a case-by-case basis and granted in sole discretion of EXECUTION360.

Content
Our Service allows you to post, link, store, share and otherwise make available certain
information, text, graphics, videos, or other material ("Content"). You are responsible for the
Content that you post on or through the Service, including its legality, reliability, and
appropriateness.

By posting Content on or through the Service, You represent and warrant that: (i) the Content is
yours (you own it) and/or you have the right to use it and the right to grant us the rights and
license as provided in these Terms, and (ii) that the posting of your Content on or through the
Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any
other rights of any person or entity. We reserve the right to terminate the account of anyone
found to be infringing on a copyright.

You retain any and all of your rights to any Content you submit, post or display on or through the
Service and you are responsible for protecting those rights. We take no responsibility and
assume no liability for Content you or any third-party posts on or through the Service. However,
by posting Content using the Service you grant us the right and license to use, modify, perform,
display, reproduce, and distribute such Content on and through the Service.

EXECUTION360 has the right but not the obligation to monitor and edit all Content provided by users. In addition, Content found on or through this Service are the property of EXECUTION360 or used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use said Content, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.

Accounts
When you create an account with us, you guarantee that you are above the age of 18, and that
the information you provide us is accurate, complete, and current at all times. Inaccurate,
incomplete, or obsolete information may result in the immediate termination of your account on
the Service.

You are responsible for maintaining the confidentiality of your account and password, including
but not limited to the restriction of access to your computer and/or account. You agree to accept
responsibility for any and all activities or actions that occur under your account and/or
password, whether your password is with our Service or a third-party service. You must notify us
immediately upon becoming aware of any breach of security or unauthorized use of your account.

You may not use as a username the name of another person or entity or that is not lawfully
available for use, a name or trademark that is subject to any rights of another person or
entity other than you, without appropriate authorization. You may not use as a username any name
that is offensive, vulgar or obscene.

Intellectual Property
The Service and its original content (excluding Content provided by users), features and functionality are and will remain the exclusive property of EXECUTION360 and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of EXECUTION360.

You and EXECUTION360 shall maintain all rights, title and interest in and to all Your and EXECUTION360's respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how, and any other intellectual property and/or proprietary rights (collectively, "Intellectual Property Rights"). The rights granted to You, Subscribers, and End Users to use the Service under these Terms do not convey any additional rights in the Service, or in any Intellectual Property Rights associated therewith. Subject only to limited rights to access and use the Service as expressly permitted herein, all rights, title, and interest in and to the Service and all hardware, software, and other components of or used to provide the Service, including all related intellectual property rights, will remain with and belong exclusively to EXECUTION360 shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to incorporate into the Service or otherwise use any suggestions, enhancement requests, recommendations, or other feedback We receive from You, Subscribers, or End Users. EXECUTION360 and EXECUTION360's other product and service names, and logos used or displayed on the Service are trademarks or registered trademarks of EXECUTION360 (collectively, "Marks"), and You may only use such Marks to identify You as a Subscriber. You shall not attempt to claim any rights in the Marks, degrade the distinctiveness of the Marks, or use the Marks to disparage or misrepresent EXECUTION360, its services, or products.

Links To Other Web Sites
Our Service may contain links to third party web sites or services that are not owned or
controlled by EXECUTION360

EXECUTION360 has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these
entities/individuals or their websites.

You acknowledge and agree that EXECUTION360 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 third party web sites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third party
web sites or services that you visit.

Termination
We may terminate or suspend your account and bar access to the Service immediately, without
prior notice or liability, under our sole discretion, for any reason whatsoever and without
limitation, including but not limited to a breach of the Terms.

If you wish to terminate your account, you must contact EXECUTION360 as termination fees may be
applied based on any subscription agreement that was agreed to.

All provisions of the Terms which by their nature should survive termination shall survive
termination, including, without limitation, ownership provisions, warranty disclaimers,
indemnity and limitations of liability.

Indemnification
Both parties agree to defend, indemnify and hold harmless EXECUTION360 and its licensee and
licensors, and their employees, contractors, agents, officers and directors, from and against any
and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but
not limited to attorney's fees), resulting from or arising out of a) your use and access of the
Service, by you or any person using your account and password; b) a breach of these Terms, or c)
Content posted on the Service.

The provisions of this Section state the sole, exclusive, and entire liability of EXECUTION360 to You and constitute Your sole remedy with respect to an IP Claim brought by reason of access to or use of
the Service by You, Subscribers, or End Users.

Data Privacy, Security and Confidentiality
Subject to the express permissions of these Terms, You and EXECUTION360 will protect each other's
Confidential Information from unauthorized use, access, or disclosure in the same manner as
each protects its own Confidential Information, but with no less than reasonable care. Except as
otherwise expressly permitted pursuant to these Terms, You and EXECUTION360 may use each other's Confidential Information solely to exercise Your and EXECUTION360's respective rights and perform Your and EXECUTION360's respective obligations under these Terms and shall disclose such Confidential Information solely to those employees, representatives, and Subscribers who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information.

EXECUTION360 will maintain commercially reasonable administrative, physical, and technical
safeguards to protect the security, confidentiality, and integrity of Your Data. These safeguards
include encryption of Your Data in transmission (using SSL or similar technologies) to Other
Services, unless those Other Services do not support encryption, in which event, You link to
those Other Services at Your own risk. Our compliance with the provisions of this Section shall
be deemed compliance with Our obligations to protect Your Data as set forth in DATA PRIVACY
AND SECURITY; CONFIDENTIALITY.

You agree that EXECUTION360 and the service providers We use to assist in providing the Service to
You shall have the right to access Your Account and Your Data solely to the extent necessary to
provide the Service, including, without limitation, in response to Your support requests. Any
third-party service providers given access to Your Account and Your Data will be subject to
confidentiality obligations no less stringent than those set forth in DATA PRIVACY AND SECURITY;
CONFIDENTIALITY.

We collect certain information about You, Subscribers, and End Users as well as Your and their
respective devices, computers, and use of the Service. We use, disclose, and protect this
information as described in Our Privacy Policy, the current version of which is available at
www.Execution360.com and which is incorporated into the Terms.

Limitation Of Liability
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT,
NEGLIGENCE, OR OTHERWISE) WILL EITHER PARTY TO THESE TERMS, OR THEIR AFFILIATES,
OFFICERS, DIRECTORS, EMPLOYEES, SUBSCRIBERS, SUPPLIERS OR LICENSORS BE LIABLE TO THE
OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY,
CONSEQUENTIAL, PUNITIVE, OR OTHER SIMILAR DAMAGES, INCLUDING LOST PROFITS, LOST
SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION OR ANY OTHER LOSS INCURRED BY
SUCH PARTY OR THIRD PARTY IN CONNECTION WITH THESE TERMS OR THE SERVICE,
REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD
HAVE FORESEEN SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, EXECUTION360'S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF THESE TERMS OR OTHERWISE IN CONNECTION WITH ANY SUBSCRIPTION TO, OR USE OR EMPLOYMENT OF THE SERVICE, SHALL IN NO EVENT EXCEED THE SUBSCRIPTION CHARGES PAID BY YOU DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE SUBSCRIPTION CHARGES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF EXECUTION360 WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. EXECUTION360 HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE YOU THE RIGHTS TO ACCESS AND USE THE SERVICE PROVIDED FOR IN THESE TERMS.

The limitations in Section Limitation of Liability shall not apply to any intentional breach of
confidentiality obligations, nor to indemnity obligations. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to You.

Disclaimer
Your use of the Service is at your sole risk. The Service is provided on an "AS IS" and "AS
AVAILABLE" basis. The Service is provided without warranties of any kind, whether express or
implied, including, but not limited to, implied warranties of merchantability, fitness for a
particular purpose, non-infringement or course of performance.

EXECUTION360 its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will
function uninterrupted, secure or available at any particular time or location; b) any errors or
defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the
results of using the Service will meet your requirements.

Exclusions
Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation
of liability for consequential or incidental damages, so the limitations above may not apply to
you. IN THESE JURISDICTIONS, EXECUTION360'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

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

Our failure to enforce any right or provision of these Terms will not be considered a waiver of
those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the
remaining provisions of these Terms will remain in effect. These Terms constitute the entire
agreement between us regarding our Service and supersede and replace any prior agreements
we might have had between us regarding the Service.

Changes
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a
revision is material we will 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 our Service after any revisions become effective, 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 Service.

TERMS OF USE

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Last updated: January 1, 2022

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