Terms and Conditions

Please read through these Terms and Conditions carefully. By becoming an ExecuLiv LLC client, and/or accessing or using the ExecuLiv LLC website: www.ExecuLiv.com, (“Site”), or by otherwise accessing any content found on the Site or services available through the Site (the “Site Services“), you are deemed to (i) have entered into an agreement with ExecuLiv LLC.; (ii) have represented that you are an adult in your country of residence and are at least 18 years old; (iii) have expressed that you have the legal authority to accept these Terms of Use; and (iv) have agreed to be bound by the terms set out below. If you do not agree with the Terms and Conditions, you are not authorized to, and may not, use or access any of the Site.

The Site is owned and operated by ExecuLiv LLC. ExecuLiv LLC reserves the right to modify the Terms and Conditions from time to time without notice to you. You acknowledge and agree that it is your responsibility to review the Terms and Conditions periodically and to be aware of any modifications. Your continued use of the Site and/or Site Services, after such changes, will constitute your acknowledgment of the modified Terms and Conditions, and your agreement to abide and be bound by the modified Terms and Conditions. Your sole remedy for dissatisfaction with the Site or any products, services, content, or other information available on or through the Site, is to discontinue using the Site.

INTELLECTUAL PROPERTY PROTECTION

The contents and design of the Site and any material electronically provided to you or otherwise supplied to you in conjunction with your ExecuLiv LLC participation and/or the Site (such contents, design and materials being collectively referred to as the “Content“), are protected by the United States Copyright Act of 1976, as amended, and the copyright laws of other countries, as well as other intellectual and proprietary laws, and are owned by ExecuLiv LLC, the applicable expert resource the applicable authors of the content and/or the other contributors to ExecuLiv LLC, including contributors to the Site.

TERM AND TERMINATION

ExecuLiv LLC may, in its discretion, terminate or suspend your access to all or part of the Site (including any right to access and use the Content). ExecuLiv reserves the right to refuse to offer access to the Site and/or Content to anyone at any time without notice. The rights of termination are in addition to all other rights, or remedies of ExecuLiv LLC provided in these Terms and Conditions or by law.

The information that you provide about yourself to ExecuLiv will only be used in accordance with the ExecuLiv LLC Privacy Policy Statement, as may be updated by ExecuLiv from time to time, the latest version of which is available at https://www.ExecuLiv.com/privacy-policy/.

OTHER TERMS

International Use

Although the Site may be accessible worldwide, we make no representation that the Site or their Content is appropriate or available for use in locations outside the United States and accessing them from territories where their contents are illegal is prohibited. Those who choose to access the Site from international locations do so at their initiative and are responsible for compliance with applicable local laws. Any offer of any product, service, and/or information made in connection with the Site is void where prohibited.

No Warranty

EXECULIV MAKES NO WARRANTY, EXPRESS OR IMPLIED, RELATING TO THE CONTENT, THE SITE, THE SITE SERVICES, OR ANY PRODUCTS AVAILABLE THROUGH THE SITE, WHICH ARE PROVIDED “AS IS” AND “AS AVAILABLE.” YOUR USE OF THE SITE IS AT YOUR OWN RISK, AND YOU, AND NOT EXECULIV LLC, ASSUME THE ENTIRE COST OF ANY NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THE SITE OR CONTENT.

Limitation & Disclaimer of Liability

YOU ACKNOWLEDGE THAT THERE ARE SECURITY, PRIVACY AND CONFIDENTIALITY RISKS INHERENT IN ONLINE COMMUNICATIONS AND ASSOCIATED TECHNOLOGY. YOU AGREE THAT EXECULIV WILL NOT BE RESPONSIBLE OR LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY (a) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THE SITE; (b) DATA NONDELIVERY, MISDELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (c) LOSS OR DAMAGES OF ANY KIND INCURRED AS A RESULT OF DEALINGS WITH OR THE PRESENCE OF OFF-SITE LINKS ON THE SITE; (d) COMPUTER VIRUSES, SYSTEM FAILURE OR MALFUNCTION THAT MAY OCCUR IN CONNECTION WITH YOUR USE OF THE SITE, INCLUDING DURING HYPERLINK TO OR FROM THIRD-PARTY WEBSITE; (e) DECISIONS MADE OR ACTIONS TAKEN BY THE USER OR A THIRD PARTY IN RELIANCE ON THE SITE OR CONTENT; OR (f) EVENTS BEYOND OUR REASONABLE CONTROL.

YOU AGREE THAT IF YOU SUFFER ANY INJURY ARISING OUT OF ANY USER SUBMISSION, YOU WILL SEEK RELIEF DIRECTLY FROM THE INJURING USER AND THAT EXECULIV’S RESPONSIBILITY SHALL BE LIMITED TO REMOVING THE INJURIOUS POSTING OR PORTION THEREOF FROM THE SITE(S) UPON NOTICE FROM THE INJURED PARTY.

IN NO EVENT WILL ANY LIABILITY OF EXECULIV LLC, ITS AFFILIATES, AGENTS AND LICENSEES TO YOU (AND/OR ANY THIRD PARTY) ARISING OUT OF ANY LEGAL CLAIM (WHETHER IN CONTRACT, TORT, OR OTHERWISE) IN ANY WAY CONNECTED WITH THE SITE, CONTENT, SITE SERVICES OR BREACH OF THESE TERMS AND CONDITIONS EXCEED THE AMOUNT, IF ANY, PAID BY YOU TO EXECULIV, DURING THE SIX-MONTH PERIOD PRECEDING THE CLAIM, IN RESPECT OF THE PARTICULAR SITE SERVICE TO WHICH THE CLAIM RELATES OR BY WAY OF MEMBERSHIP DUES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EXECULIV LLC, ITS AFFILIATES, LICENSEES, REPRESENTATIVES OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY LOSS) ARISING DIRECTLY OR INDIRECTLY FROM THE USE OF (OR FAILURE TO USE) OR RELIANCE ON THE SITE OR SITE SERVICES, REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF EXECULIV LLC HAS BEEN ADVISED OF THE POSSIBILITY THAT SUCH DAMAGES MAY ARISE. THE LIMITATION OF LIABILITY SET FORTH ABOVE IS AN ESSENTIAL ELEMENT OF THE AGREEMENT BETWEEN EXECULIV AND YOU. NEITHER THE SITE NOR THE CONTENT WOULD BE PROVIDED ABSENT SUCH LIMITATIONS.

Indemnification

You agree you will indemnify and hold ExecuLiv LLC, its affiliates, licensees, licensors, content providers, service providers, employees, agents, officers, directors, and contractors (the “Indemnified Parties“) harmless for any losses, claims, judgments, expenses, damages, or costs, including reasonable legal fees, resulting from any breach of the Terms of Use by you, including (a) any use of Content other than as expressly authorized in the Terms of Use, or (b) any use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or load on our systems. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of Site, Site Services or Content.

Force Majeure

ExecuLiv LLC, its affiliates and its information providers will not be liable or deemed to be in default for any delay or failure in performance or interruption of the delivery of the Content or Site Services resulting directly or indirectly from any cause or circumstance beyond its or their reasonable control, including but not limited to failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, fire, flood or other natural disasters, strikes or other labor problems, wars, civil unrest, acts of terrorism or governmental restrictions.

Non-Waiver

No delay or omission on the part of either party in requiring performance by the other party of its obligations will operate as a waiver of any right.

Violations

Please report any violations of these Terms of Conditions to info@execuliv.com.

Severability; Survival; Statute of Limitations

If any provision of these Terms and Conditions is invalid or unenforceable, such will not render all the Terms and Conditions unenforceable or invalid but rather the Terms and Conditions will be read and construed as if the invalid or unenforceable provision(s) are not contained therein.

Headings

Headings in these Terms of Conditions are for convenience only and have no legal meaning or effect.

Relationship Between the Parties

There is no agency, partnership, joint venture, or employee-employer relationship between any user or Member and ExecuLiv LLC arising solely through the access or use of the Site or Site Services.

Governing Law and Jurisdiction

These Terms and Conditions and all disputes related to these Terms and Conditions or arising hereunder shall be governed by, construed and enforced exclusively in accordance with the laws of the State of Delaware pertaining to contracts to be entered into and wholly to be performed therein, without regard to its or any other states’ conflicts of law rules or public policy. The Parties further agree to submit to the jurisdiction of Delaware courts and that they agree to accept and will not object to any process served on them by, through or in connection with any action, proceeding or lawsuit by a Party hereto relating to these Terms and Conditions commenced in Delaware courts. The Parties waive any objection to venue in the event either Party initiates an action, proceeding or lawsuit relating to these Terms and Conditions in the Delaware Courts. The Parties further acknowledge that these Terms and Conditions performed in accordance with their terms involve more than one hundred thousand US dollars.

Notwithstanding any of the foregoing, the Parties may mutually agree in writing to commence any action, proceeding or lawsuit relating to these Terms and Conditions in any federal or state court of competent jurisdiction. The Parties hereto specifically waive any right to a jury trial concerning any matter arising under these Terms and Conditions. If any action or proceeding is brought to enforce or interpret these Terms and Conditions, the prevailing party shall be entitled to reasonable attorneys’ fees in the same or separate action and any other appropriate relief. Any cause of action by you arising in connection with the Site, Content or Site Services must be instituted within one (1) year after the cause of action arose or be forever waived and barred.

(Last updated: December 24, 2018)