Excellent Terms of Service Agreement

These terms were last updated on 5 June 2023

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THIS WEBSITE. BY ACCESSING, BROWSING, OR USING THIS WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT.

‍1.0 ACCEPTANCE OF TERMS
‍1.1. This Terms of Service Agreement ("Agreement") is a legally binding contract between you ("User") and [Website Name] ("Website", "we", "us", or "our"), the owner and operator of www.excellent.io.
1.2. By accessing or using the Website, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree with any part of this Agreement, you must not use or access the Website.
1.3. We reserve the right to change, modify, or update this Agreement at any time without notice. Your continued use of the Website following any changes, modifications, or updates to this Agreement constitutes your acceptance of those changes, modifications, or updates. It is your responsibility to regularly review this Agreement.

‍2.0 ELIGIBILITY AND REGISTRATION
‍2.1. To access certain features of the Website, you may be required to create an account. By creating an account, you represent and warrant that:(a) You are at least 18 years of age, or the legal age of majority in your jurisdiction, if different;(b) All information provided during the registration process is accurate and complete;(c) You will maintain the accuracy and completeness of your information; and(d) Your use of the Website does not violate any applicable laws or regulations.
2.2. You are responsible for maintaining the confidentiality of your account password and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security.

‍3.0 USE OF THE WEBSITE
‍3.1. The Website and its content are provided solely for your personal, non-commercial use. Any unauthorized use of the Website or its content is prohibited.
3.2. You agree not to use the Website in any manner that:(a) Harasses, threatens, or defames any person or entity;(b) Violates the privacy, intellectual property, or other rights of any person or entity;(c) Is fraudulent, deceptive, or misleading;(d) Distributes viruses or other harmful computer code;(e) Violates any applicable laws or regulations;(f) Attempts to gain unauthorized access to the Website or its related systems or networks;(g) Interferes with the normal operation of the Website; or(h) Uses any automated means to access or use the Website, including bots, spiders, or scripts.

‍4.0 INTELLECTUAL PROPERTY
‍4.1. All content, trademarks, logos, and other materials on the Website are owned by or licensed to us and are protected by copyright, trademark, and other intellectual property laws.
4.2. You are granted a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Website and its content for your personal, non-commercial use only, subject to the terms of this Agreement. This license may be revoked at any time.
4.3. Except as expressly permitted in this Agreement, you may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, or transmit any content from the Website, in any form or by any means, without our prior written consent.

‍5.0 USER CONTENT AND CONDUCT
‍5.1. The Website may allow you to submit, post, or otherwise make available text, images, audio, video, or other content ("User Content"). You retain all ownership rights in your User Content, but by submitting or posting User Content on the Website, you grant us a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, and sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, display, and perform your User Content in connection with the Website and our business.
5.2. You represent and warrant that:(a) You own or control all rights in and to your User Content;(b) Your User Content does not infringe or violate the rights of any third party, including, without limitation, any copyright, trademark, patent, trade secret, privacy, or publicity rights; and(c) Your User Content complies with all applicable laws and regulations.
5.3. We reserve the right, but are not obligated, to monitor, edit, or remove any User Content at our sole discretion, without notice, for any reason or no reason.
5.4. You are solely responsible for your interactions with other users of the Website. We reserve the right, but have no obligation, to become involved in any disputes between users.

‍6.0 THIRD-PARTY LINKS AND SERVICES
‍6.1. The Website may contain links to third-party websites or services that are not owned or controlled by us. We have no control over and assume no responsibility for the content, privacy policies, or practices of any third-party websites or services.
6.2. You acknowledge and agree that we are not liable for any loss or damage resulting from your use of or reliance on any third-party websites or services.

7.0 TERMINATION
‍7.1. We reserve the right, in our sole discretion, to terminate, suspend, or restrict your access to the Website and its services, without notice, for any reason or no reason, including, but not limited to, your violation of this Agreement, applicable laws, or our belief that your continued use of the Website may be harmful to us, our affiliates, or any third party.
7.2. You may terminate this Agreement at any time by ceasing all use of the Website and, if applicable, deleting your account. Upon termination of this Agreement, any provisions that by their nature should survive termination shall continue in full force and effect, including, without limitation, Sections 4 (Intellectual Property), 7 (Disclaimer of Warranties and Limitation of Liability), 8 (Indemnification), 9 (Governing Law and Jurisdiction), and 13 (Miscellaneous).

8.0 DISPUTE RESOLUTION
‍8.1. If a dispute arises between you and Excellent Ltd related to your use of the Website or this Agreement, the parties agree to first attempt to resolve the dispute informally through good faith negotiations.
8.2. If the parties are unable to resolve the dispute informally, the parties agree to submit the dispute to binding arbitration, conducted in accordance with the rules of the American Arbitration Association, or another arbitration provider mutually agreed upon by the parties. The arbitration shall be conducted in [Jurisdiction] by a single arbitrator, and the decision of the arbitrator shall be final and binding on both parties.
8.3. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights, or in cases where arbitration would not provide an adequate remedy.

‍9.0 CHANGES TO SERVICE
‍9.1. We reserve the right, in our sole discretion, to modify, suspend, or discontinue, temporarily or permanently, the Website or any services provided through the Website, with or without notice, at any time. This includes, but is not limited to, changes to features, functionality, content, or availability.
9.2. You agree that we shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Website or any services provided through the Website.

‍10.0 CALIFORNIA RESIDENTS
‍10.1. Privacy Policy and CalOPPA ComplianceIf you are a California resident, you have certain privacy rights under the California Online Privacy Protection Act (CalOPPA). By using our Website, you agree to the collection and use of your personal information as described in our Privacy Policy, which is incorporated by reference into this Agreement. We encourage you to review our Privacy Policy to understand how we collect, use, and share your personal information.
10.2. California Consumer Privacy Act (CCPA) ComplianceIn compliance with the California Consumer Privacy Act (CCPA), California residents have specific rights regarding their personal information. These rights include the right to access, delete, and opt-out of the sale of your personal information. For more details on your rights under the CCPA and how to exercise them, please refer to our Privacy Policy.
10.3. California Civil Code Section 1789.3 CompliancePursuant to California Civil Code Section 1789.3, California residents are entitled to the following specific consumer rights notice:The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

‍11.0 DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
‍11.1. The website and its content are provided on an "as is" and "as available" basis, without warranties of any kind, either express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, or non-infringement.
11.2. To the fullest extent permitted by law, in no event shall we be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses, arising out of or in connection with your use of or inability to use the website or its content.

‍12.0 INDEMNIFICATION
‍12.1. You agree to indemnify, defend, and hold harmless Excellent Ltd, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, or expenses, including reasonable attorneys' fees and costs, arising out of or in any way connected with your access to or use of the Website, your User Content, or your violation of this Agreement.

‍13.0 GOVERNING LAW AND JURISDICTION
‍13.1. This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction], without regard to its conflict of law principles.
13.2. Any disputes arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts located in [Jurisdiction], and you agree to submit to the personal jurisdiction of such courts.

‍14.0 MISCELLANEOUS
‍14.1. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
14.2. Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
14.3. This Agreement constitutes the entire agreement between you and Excellent Ltd concerning your use of the Website and supersedes all prior or contemporaneous communications, agreements, and understandings between you and Excellent Ltd with respect to the subject matter hereof.
14.4. You may not assign or transfer your rights or obligations under this Agreement without our prior written consent. We may assign or transfer our rights and obligations under this Agreement at any time without restriction.
14.5. Any notices or other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by email, or mailed by certified or registered mail, postage prepaid, return receipt requested, to the addresses specified in this Agreement or such other address as either party may designate by notice to the other party.

‍15.0 CONTACT INFORMATIONIf you have any questions or concerns about this Agreement or the Website, please contact us at:

Excellent Ltd
L8, 312 Victoria Street
Wellington 6011
New Zealand
hello@excellent.io

Last Updated: 5 June 2023