Terms of Service

YOUR ACCEPTANCE OF THE TERMS OF USE.

This is an agreement between you and E2Excel LLC (“E2Excel”). This agreement sets forth the terms and conditions which govern your use of our website located at www.e2excel.com, and of the Content (as defined below) and services made available on or through the Site (collectively, the “Services”). PLEASE READ THESE TERMS AND CONDITIONS OF USE (the “Terms of Use”) CAREFULLY BEFORE ACCESSING ANY OF THE SITE AND USING THE SERVICES AS THEY CONSTITUTE A LEGALLY BINDING CONTRACT BETWEEN YOU AND E2Excel AND GOVERN YOUR ACCESS TO AND USE OF THE SITE AND/OR SERVICES. BY ACCESSING OR USING THE SITE AND/OR SERVICES IN ANY MANNER, YOU INDICATE YOUR UNCONDITIONAL ACCEPTANCE OF (1) THESE TERMS OF USE, (2) OUR PRIVACY POLICY; AND (3) ANY OTHER POLICIES, LEGAL NOTICES, or CONDITIONS that E2Excel may post on its site, AS APPLICABLE. IF YOU DO NOT AGREE TO THESE TERMS OF USE OR THE PRIVACY POLICY, PLEASE DO NOT USE THE SERVICES AND EXIT NOW. WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION, TO UPDATE OR REVISE THESE TERMS OF USE FROM TIME TO TIME. YOUR CONTINUED USE OF THE SITE AND/OR SERVICES NOW, OR FOLLOWING THE POSTING OR NOTICE OF ANY CHANGES TO THE TERMS OF USE OR PRIVACY POLICY WILL INDICATE YOUR ACCEPTANCE OF THOSE CHANGES.

1. CONTENT MADE AVAILABLE ON OR THROUGH THE SITE AND YOUR USE OF CONTENT.

A. Description of Content.

The Site contains a wide variety of Content (defined below), whether (1) proprietary to E2Excel, or (2) proprietary to third parties. “Content” includes, but is not limited to text, data, files, documents, reports, software, scripts, layout, design, function and “look and feel,” graphics, images, audio, videos, audiovisual combinations, interactive features and any other materials that you may view or access through the Site.

B. Proprietary Rights.

You acknowledge and agree that all Content, whether publicly posted or privately transmitted, as well as all derivative works thereof, are owned by E2Excel or other parties that have licensed their material to E2Excel, and are protected by copyright, trademark, and other intellectual property laws. Except as specifically permitted herein, Content may not be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, including by e-mail or other electronic means, without the prior consent of E2Excel or such third-party that owns the Content.

C. Restrictions on Your Use of Content.

The following restrictions apply to your use of Content:

a. You may access Content for your information and use solely as intended through the provided functionality of the Site and as permitted under this Agreement. You shall not use Content in any manner that infringes our or any third party's intellectual property rights, or other rights in or to the Content. All rights not expressly granted herein by E2Excel and/or its licensors to you are reserved by E2Excel and/or its licensors.

b. You agree not to circumvent, disable or otherwise interfere with security-related features of the Site and/or Services that prevent or restrict the use or copying of any Content and not to alter, remove, or falsify any attributions or other proprietary designations of origin or source of any Content appearing on the Site or contained in a file that is uploaded to the Site.

D. Disclaimer.

Content is provided to You AS IS. You understand that we do not guarantee the accuracy, safety, integrity or quality of Content and you hereby agree that you must evaluate and bear all risks associated with the use of any Content, including any reliance on the Content, integrity, and accuracy of such Content.

2. ACCESS TO AND USE OF THE E2EXCEL SITE.

A. Security and Passwords.

Access to the E2Excel Site is enabled only by User ID and Password. You shall maintain your User ID and Password in strict confidence. In no event shall you share your User ID or Password with any third party or allow another person to access the E2Excel Site using your User ID and Password. You shall immediately notify E2Excel if you have any reason to believe that your User ID or Password has been lost or compromised or misused in any way. You are fully and solely responsible for any and all use of the E2Excel Site, as applicable, using your User ID and Password. E2Excel reserves the right to revoke or deactivate your User ID and Password at any time if E2Excel determines that you have violated the terms of this Agreement.

3. RESTRICTIONS ON YOUR USE OF THE SITE/SERVICES.

You agree that you shall access and use the Site, including the Content made available on or through the Site, in a manner consistent with all applicable professional and ethical standards and requirements, local, state, and national laws and regulations, and otherwise in accordance with this Agreement and the rules, policies and procedures established by E2Excel for use of the Site. You agree that you shall not (and you agree not to allow any third party to): (i) access or use the Site and/or Services in an unlawful way or for an unlawful or illegitimate purpose or in any manner that contravenes this Terms of Use and our Privacy Policy; (ii) attempt to disrupt the operation of the Site/Services through use of methods such as viruses, Trojan horses, worms, time bombs, denial of service attacks, flooding or spamming; (iii) attempt, through any means, to gain unauthorized access to the Site/Services and/or any computer systems or networks, through hacking, password mining or any other means; (iv) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; or (v) use any robot, spider, site search/retrieval application, or other device to access, retrieve or index any portion of the Site/Services/Content for any purpose. Systematic retrieval of data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database or directory without our prior written permission is prohibited.

4. TRADEMARKS/SERVICE MARKS, LOGOS, SLOGANS AND TAGLINES.

All trademarks, service marks, logos, slogans and taglines displayed on the Site are the property of E2Excel or its respective owners and nothing contained herein should be construed as granting any license or right to use any trademarks, service marks, logos, slogans or taglines displayed on the Site without the express written permission of E2Excel, or such third-party that may own the trademark, service mark, logo, slogan or tagline.

5. OPERATION/RECORDS RETENTION.

You understand that the Site/Services are provided as a courtesy to you and that we may modify, suspend or terminate all or a portion of the Site/Services at any time in our discretion without prior notice to you. E2Excel reserves complete and sole discretion with respect to the operation of the Site. E2Excel may, among other things withdraw, suspend or discontinue any functionality or feature of the Site. E2Excel reserves the right to maintain, delete or destroy all communications and materials posted or uploaded to the Site pursuant to its internal record retention and/or destruction policies as such policies may be amended.

6. TERMINATION/EXCLUSION.

We reserve the right, in our sole discretion, to revoke, terminate or suspend any privileges associated with accessing our Site or Services for any reason or for no reason whatsoever, including improper use of the Site or failure to comply with these Terms of Use, creating a risk or legal exposure for E2Excel, or when we are required to do so by law, and to take any other action we deem appropriate. You agree that E2Excel shall not be liable to you or any third party for any termination of your access to the Site. Where appropriate, we will notify you about your account suspension or termination.

7. VISITOR/USER SUGGESTIONS.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information provided by you to E2Excel (“Comments”) are not confidential and you hereby grant to E2Excel a worldwide, perpetual, irrevocable, royalty-free license to reproduce, display, perform, distribute, publish, modify, edit or otherwise use such Comments as it deems appropriate, for any and all commercial or non-commercial purposes, in its sole discretion.

8. LINKS TO THIRD PARTY SITES AND SERVICES; NO IMPLIED ENDORSEMENT.

The Site contains links to other web sites owned by third parties, including sites maintained by our third-party service providers. Please note that when you click on any of these links, you are entering another web site for which E2Excel has no responsibility or control. You agree that E2Excel shall not be responsible for any loss or damage of any sort incurred as a result of any such links or as the result of the presence of such links on our Site. In no event shall any reference to any third party, third party website or third-party product or service be construed as an approval or endorsement by us of that third party, third party website or of any product or service provided by a third party.

9. DISCLAIMER OF WARRANTY.

ACCESS TO THE SITES AND THE SERVICES IS PROVIDED “AS IS” AND “AS AVAILABLE” “WITH ALL FAULTS” AND WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, E2EXCEL AND ITS LICENSORS DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTIBILITY, AND FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, NEITHER E2EXCEL NOR ITS LICENSORS WARRANT THAT ACCESS TO THE SITE AND/OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED; NOR DOES E2EXCEL AND ITS LICENSORS MAKE ANY REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, CURRENCY, QUALITY, COMPLETENESS, USEFULNESS, PERFORMANCE, SECURITY, LEGALITY OR SUITABILITY OF THE SITE/SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND/OR SERVICES AND YOUR RELIANCE UPON THE CONTENT IS AT YOUR SOLE RISK. NEITHER E2EXCEL NOR ANY THIRD PARTY PROVIDERS, PARTNERS OR AFFILIATES WARRANT THAT THE SITES, THEIR SERVERS OR ANY E-MAIL SENT FROM E2EXCEL OR ANY THIRD PARTY PROVIDERS, PARTNERS OR AFFILIATES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

10. LIMITATION OF LIABILITY.

WE ARE NOT LIABLE TO YOU OR ANY OTHER PERSON FOR ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INJURY, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR COMPUTER OR OTHERWISE) ARISING FROM OR IN CONNECTION WITH YOUR USE OF THE SITE AND/OR THE SERVICES, WHETHER UNDER A THEORY OF BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MALPRACTICE OR OTHERWISE, EVEN IF E2EXCEL OR ITS AFFILIATES OR THIRD PARTY PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU HEREBY RELEASE E2EXCEL AND HOLD E2EXCEL AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OR LICENSORS, AND THEIR OFFICERS, DIRECTORS, TRUSTEES, AFFILIATES, SUBCONTRACTORS, AGENTS AND EMPLOYEES, HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE (INCLUDING, WITHOUT LIMITATION, ACTUAL, SPECIAL, INCIDENTAL AND CONSEQUENTIAL), KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE SITE AND/OR THE SERVICES. YOU WAIVE THE PROVISIONS OF ANY STATE OR LOCAL LAW LIMITING OR PROHIBITING A GENERAL RELEASE.

11. EXCLUSIVE REMEDY.

IN THE EVENT OF ANY PROBLEM WITH THE SITE AND/OR THE SERVICES, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO CEASE USING THE SITE AND/OR THE SERVICES. UNDER NO CIRCUMSTANCES SHALL E2EXCEL, ITS AFFILIATES, OR LICENSORS BE LIABLE IN ANY WAY FOR YOUR USE OF THE SITE AND/OR THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN CONTENT, ANY INFRINGEMENT BY THE CONTENT OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SITE AND/OR THE SERVICES OR ANY OF THE CONTENT. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to you.

12. INDEMNIFICATION.

You agree to indemnify, hold harmless, and defend E2Excel and its licensors, suppliers, officers, directors, employees, agents, affiliates, subsidiaries, successors and assigns (collectively "Indemnified Parties") from and against any and all liability, loss, claim, damages, expense, or cost (including but not limited to attorneys' fees), incurred by or made against the Indemnified Parties in connection with any claim arising from or related to your use of the Site and/or the Services, or any breach or violation of these Terms of Use by you. You agree to fully cooperate as reasonably required by an Indemnified Party(ies). Each Indemnified Party may, at its own expense, assume the exclusive defense and control of any matter for which it is indemnified hereunder. You shall not settle any matter without the consent of the applicable Indemnified Party.

13. MISCELLANEOUS.

THE FORMATION, INTERPRETATION AND PERFORMANCE OF THIS AGREEMENT AND ANY DISPUTES ARISING OUT OF IT SHALL BE GOVERNED BY THE SUBSTANTIVE AND PROCEDURAL LAWS OF THE COMMOMWEALTH OF MASSACHUSETTS WITHOUT REGARD TO ITS RULES ON CONFLICTS OR CHOICE OF LAW. You acknowledge that a violation or attempted violation of any of these Terms of Use will cause such damage to E2Excel as will be irreparable, the exact amount of which would be impossible to ascertain and for which there will be no adequate remedy at law. Accordingly, you agree that E2Excel shall be entitled as a matter of right to an injunction issued by any court of competent jurisdiction, restraining such violation or attempted violation of these terms and conditions by you, or your affiliates, partners, or agents, as well as to recover from you any and all costs and expenses sustained or incurred by E2Excel in obtaining such an injunction, including, without limitation, reasonable attorney's fees. You agree that no bond or other security shall be required in connection with such injunction. In the event any of the terms or provisions of this Agreement are determined to be invalid, illegal or otherwise unenforceable, the same shall not affect the other terms or provisions hereof or the whole of this Agreement, but such term or provision shall be deemed modified to the extent necessary to render such term or provision enforceable. A waiver of or failure to insist on performance of any of the terms of the Agreement will not operate as a waiver of any subsequent default whether of the same or similar nature.

14. OTHER.

These terms make up the entire agreement between you and E2Excel regarding your use of our site and services. They supersede any prior agreements.