JUST EXCELERATE LLC
Last updated: July 6, 2022
If you are unsure as to the terms of this Agreement, please do not proceed further and contact us at firstname.lastname@example.org. By using the JustExcelerate website(s) and its related offerings (collectively, the “Excelerate Service”), you are agreeing to the following:
PLEASE READ THE TERMS CONTAINED IN THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. PLEASE NOTE THAT THESE TERMS CONTAIN A BINDING AND MANDATORY ARBITRATION PROVISION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER JURY TRIALS OR CLASS ACTIONS AND LIMITS REMEDIES AVAILABLE TO YOU IN THE EVENT OF CERTAIN DISPUTES.
1. Introduction to Just Excelerate and Our Website
JustExcelerate LLC offers a platform to connect accomplished business leaders with the founders of B2B startups. Portfolio startups also get experienced advice and sales coaching from some of the stalwarts from industry.
3. Eligibility and Access Restriction
To be eligible to use our Website, you must meet the following criteria and represent and warrant that you: (a) are 18 years of age or older; (b) are not currently restricted from accessing our Website; (c) are not our competitor, or are not using our Website for reasons that are in competition with us; (d) will only maintain one registered account at any given time; (e) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; (f) will not violate any of our rights, including intellectual property rights such as patent, copyright, and trademark rights; and (g) agree to provide at your cost all equipment, browser software, and internet access necessary to use our Website.
4. Service Licence
The Excelerate Service is for people trying to find information for themselves or on behalf of someone else. Excelerate grants you a limited and revocable right to use the Service for those purposes. You may not: (i) reuse or “scrape” Excelerate’ data for use in another service or website, (ii) attempt to circumvent any controls or limitations Excelerate places on your ability to access Excelerate or information on the Excelerate Service, including by means of robot exclusion headers, (iii) use any bots, scrapers, brute-force tools, or other automated methods for accessing, slowing down, or disabling the Excelerate Service or otherwise interfering with the proper function of the website, (iv) take any action that imposes, or may impose (as determined at our discretion), an unreasonable or large oad on the Excelerate Service.
YOU AGREE THAT WE ARE NOT LIABLE FOR ANY DAMAGES OR INJURY RESULTING FROM YOUR ACCESS OR USE OF OUR WEBSITE. WE PROVIDE NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY OF MERCHANTABILITY. THERE IS NO WARRANTY WHICH WILL EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF. ANY DAMAGE ALLEGED FOR A LOSS OR INJURY IS LIMITED TO THE FEE, IF ANY, PAID TO JUSTEXCELERATE FOR THE ABILITY TO ACCESS OR USE OUR WEBSITE.
5. Access and Service Restriction
The Excelerate Service, and all information, data and other content and materials available on the Excelerate Service, including, but not limited to, all designs, text, documents, graphics, software, other files and the selection and arrangement thereof are the proprietary property of Excelerate and its suppliers and licensors are protected by U.S. and international intellectual property laws. Excelerater reserves all right, title, and interest, including all intellectual property rights, in and to all such information, data, and other content and materials. You agree that you will not use such proprietary content, information or materials other than for your permitted use of our Website or in any manner that is inconsistent with the terms contained in this Agreement.
Excelerate and the Excelerate logo are trademarks of Excelerate, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Excelerate. All other trademarks, product names and company names or logos mentioned on the Excelerate Service are property of their respective owners. You understand that reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise, does not constitute or imply endorsement, sponsorship, or recommendation thereof by us, or vice versa.
You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on our Website, in any manner, and you will not exploit our Website in any unauthorized way whatsoever, including but not limited to, using our Website to transmit any computer viruses, worms, Trojan horses or other malware, or by trespassing or burdening network capacity. You further agree not to use our Website in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that we are not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, infringing or illegal messages or transmissions that you may receive as a result of using our Website.
6. Required Conduct and Prohibited Conduct
a. Comply with all applicable laws, including, without limitation, tax laws, export control laws and regulatory requirements;
b. Provide accurate information to JustExcelerate and update from time to time as may be necessary;
d. Review and comply with notices sent by JustExcelerate, if any, concerning our Website.
1. Prohibited Conduct
1. Required Conduct
a. Duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, otherwise transfer or commercially exploit our Website (excluding any user content);
b. Reverse engineer, decompile, disassemble, decipher, capture screen shots, or otherwise attempt to derive the source code for any underlying intellectual property used to provide our Website or any part thereof;
c. Utilize information, content or any data you view on and/or obtain from our Website to provide any service that is competitive with us;
d. Imply or state, directly or indirectly, that you are affiliated with or endorsed by JustExcelerate
unless you have entered into a written agreement with us;
e. Adapt, modify, or create derivative works based on our Website or technology underlying our Website, or other users’ content, in whole or in part;
f. Rent, lease, loan, trade, sell/re-sell access to our Website or any information therein, or the equivalent, in whole or part;
g. Access, reload, or “refresh” or make any other request to transactional servers that are beyond generally accepted usage of web-based applications;
h. Use manual or automated software, devices, scripts robots, other means or processes to “scrape”, “crawl” or “spider” any web pages contained on the Website;
i. Use automated methods to add contacts or send messages;
j. Engage in “framing”, “mirroring”, or otherwise simulating the appearance or function of our Website;
k. Attempt to or actually access our Website by any means other than through the interface provided by JustExcelerate;
l. Attempt to or actually override any security component included in or underlying our Website;
m. Engage in any action that interferes with the proper working of or places an unreasonable load on our infrastructure, including but not limited to unsolicited communications, attempts to gain unauthorized access, or transmission or activation of computer viruses;
n. Remove any copyright, trademark, or other proprietary rights notices contained in or on our Website, including those of both JustExcelerate or any of our licensors;
o. Use any information obtained from our Website to harass, abuse, or harm another user; or
p. Engage in any action or promote any content that is harmful, offensive, illegal, unlawful, discriminatory, dangerous, profane, or abusive.
You agree to indemnify, defend, and hold JustExcelerate and our officers, employees, managers, directors, customers, and agents (the “Indemnitees”) harmless from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable attorneys’ fees) resulting from any claim, suit, action, demand or proceeding brought by any third party against JustExcelerate and our Indemnitees arising from any of the following: (i) a breach of this Agreement; (ii) the negligence, fraud, or willful misconduct of you or your employees, agents, or contractors; (iii) incorrect information provided by you in your account or elsewhere; or (iv) a failure by you or your employees, agents, contractors or invitees to comply with applicable laws and regulations.
THE EXCELERATE SERVICE IS OFFERED “AS IS”—THAT MEANS WE DON’T GUARANTEE THE QUALITY, QUANTITY, COMPLETENESS, ACCURACY, AVAILABILITY, OR SPEED OF THE EXCEPATROL SERVICE OR MAKE ANY OTHER REPRESENTATION ABOUT THE INFORMATION WE DISPLAY, INCLUDING BUT NOT LIMITED TO: PRICES, SCHEDULES, FARES, OR AMENITIES. EXCELERATE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND—EXPRESS OR IMPLIED—INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. EXCELERATE DISCLAIMS ALL WARRANTIES AND CONDITIONS THAT THE SERVICE OR ANY EMAIL SENT FROM EXCELERATE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
9. Limitation of Liability
IN EXCHANGE FOR EXCELERATEs’ PROVISION OF THE EXCELERATE SERVICE TO YOU, YOU AGREE THAT EXCELERATE IS ENTITLED TO A LIMITATION OF LIABILITY. WHAT THAT MEANS IS THAT IN NO EVENT WILL EXCELERATE BE LIABLE ON ANY CLAIMS ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE THE EXCELERATE SERVICE, ON ANY THEORY, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. THIS LIMITATION OF LIABILITY APPLIES TO, BUT SHALL NOT BE LIMITED TO ANY CLAIM FOR: (I) DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, SUCH AS DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR OTHER INTANGIBLE LOSSES (EVEN IF EXCELERATE HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES); (II) THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (III) INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA. THIS LIMITATION OF LIABILITY SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED ON THE SERVICE.
The Excelerate Service is controlled and offered by Excelerate in USA. Excelerate makes no representations that the Excelerate Service is appropriate or available for use in other locations. Those who access or use the Excelerate Service from other jurisdictions do so at their own volition and are responsible for compliance with local law.
10. Copyright Infringement/DMCA Notice
If you believe that any content on our Website violates your copyright, and you wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to the Digital Millennium Copyright Act of 1998 (“DMCA Takedown Notice”)) must be provided to our designated Copyright Agent.
a. Your physical or electronic signature;
b. Identification of the copyrighted work(s) that you claim to have been infringed;
c. Identification of the material on our Website that you claim is infringing and that you request us to remove;
d. Sufficient information to permit us to locate such material;
e. Your address, telephone number, and email address;
f. A statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
g. A statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
JustExcelerate, LLC ’s Copyright Agent to receive DMCA Takedown Notices is [CONTACT PERSON], [EMAIL ADDRESS], at JustExcelerate, LLC, Attn: DMCA Notice, 1915 Broadway Burlingame, CA 94010 USA. You acknowledge that for us to be authorized to take down any content, your DMCA Takedown Notice must comply with all the requirements of this Section. Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by JustExcelerate in connection with the written notification and allegation of copyright infringement.
11. Third Party Content and Services
As you may notice, the Excelerate Service may contain links to third party products, services and/or websites. We don’t have any control over these third parties, and we are not responsible for their performance. We also don’t endorse them, and are not responsible for their terms, their privacy, data security, or other practices, or their content, advertising, or other materials they may provide to you. Your security when using these third parties is your responsibility.
12. Relationship of Parties
The parties hereto are independent contractors, and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. The parties shall not be construed as being partners, joint ventures, shareholders, employer/employee, or agent/servant. The User has no power or authority to bind JustExcelerate to any obligation, agreement, debt or liability. The User shall not hold itself out as an agent or representative of JustExcelerate
13. Governing Law
This Agreement shall be governed by the law of the State of Delaware, without respect to its conflicts of laws principles. Each of the parties to this Agreement consents to the exclusive jurisdiction and venue of the state and federal courts located in Santa Clara County, California for any actions not subject to Dispute Resolution and Arbitration provisions as set forth in Section 21.
14. Dispute Resolution and Arbitration
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH JUSTEXCELERATE AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
a. Binding Arbitration
Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively,“Disputes”) in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and JustExcelerate agree (a) to waive your and JustExcelerate’s respective rights to have any and all Disputes arising from or related to this Agreement, use of our Website, resolved in a court, and (b) to waive your and JustExcelerate’s respective rights to a jury trial. Instead, you and JustExcelerate agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or a jury in court).
c. Federal Arbitration Act
d. Notice; Informal Dispute Resolution
You and JustExcelerate agree that each party will notify the other party in writing of any arbitral or small claims Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to JustExcelerate shall be sent by certified mail or courier to JustExcelerate, LLC , Attn: [NAME], 1915 Broadway, Burlingame, CA 94010, USA. Your notice must include (a) your name, postal address, telephone number, the email address you use or used for your JustExcelerate’s account and, if different, an email address at which you can be contacted, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the
specific relief that you are seeking. Our notice to you will be sent electronically in accordance with this Agreement and will include (x) our name, postal address, telephone number and an email address at which we can be contacted with respect to the Dispute, (y) a description in reasonable detail of the nature or basis of the Dispute, and (z) the specific relief that we are seeking. If you and JustExcelerate
cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or JustExcelerate may, as appropriate and in accordance with this Section, commence an arbitration proceeding.
EXCEPT FOR DISPUTES IN WHICH EITHER PARTY SEEKS TO BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT OR SEEKS INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR THE ALLEGED UNLAWFUL USE OF INTELLECTUAL PROPERTY, INCLUDING, WITHOUT LIMITATION, COPYRIGHTS, TRADEMARKS, TRADE NAMES, LOGOS, TRADE SECRETS OR PATENTS, YOU AND JUSTEXCELERATE AGREE THAT ANY DISPUTE MUST BE COMMENCED OR FILED BY YOU OR JUSTEXCELERATEWITHIN (1) YEAR OF THE DATE THE DISPUTE AROSE, OTHERWISE THE UNDERLYING CLAIM IS PERMANENTLY BARRED (WHICH MEANS THAT YOU AND JUSTEXCELERATE WILL NO LONGER HAVE THE RIGHT TO ASSERT SUCH CLAIM REGARDING THE DISPUTE).
You and JustExcelerate agree that (a) any arbitration will occur in Santa Clara County, California, (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section, and (c) that the state or federal courts of the State of California, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county of your billing address if the Dispute meets the requirements to be heard in small claims court.
f. Authority of Arbitrator
The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. We will not seek and hereby waive all rights we may have under applicable law to recover, attorneys’ fees and expenses if we prevail in arbitration.
g. Rules of AAA
If any term, clause or provision of this Section is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section will remain valid and enforceable. Further, the waivers set forth herein are severable from the other provisions of this Agreement and will remain valid and enforceable, except as prohibited by applicable law.
i. Opt-Out Right
YOU HAVE THE RIGHT TO OPT OUT OF BINDING ARBITRATION WITHIN THIRTY (30) DAYS OF THE DATE YOU FIRST ACCEPTED THE TERMS OF THIS SECTION BY WRITING TO: JUSTEXCELERATE LLC, RE: OPT-OUT, 1915 BROADWAY, BURLINGAME, CA 94010 USA. IN ORDER TO BE EFFECTIVE, THE OPT OUT NOTICE MUST INCLUDE YOUR FULL NAME AND CLEARLY INDICATE YOUR INTENT TO OPT OUT OF BINDING ARBITRATION. BY OPTING OUT OF BINDING ARBITRATION, YOU ARE AGREEING TO RESOLVE DISPUTES IN ACCORDANCE WITH SECTION 20.
JustExcelerate and supersedes any prior agreements between you and JustExcelerate with respect to the subject matter herein. Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, we both nevertheless agree that the court should endeavor to give effect to our intentions as reflected in this provision, and the other provisions of this Agreement to remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of our Website or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches. All the sections intended to survive the termination of this Agreement shall survive. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Except as explicitly stated otherwise, any notices to JustExcelerate shall be given by certified mail, postage prepaid and return receipt requested to JustExcelerate, LLC at 1915 Broadway, Burlingame, CA 94010. Any notices to you shall be provided to you through our Website or given to you via the email address or physical address you provide to JustExcelerate during the registration process.