Terms of Service 1

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS WEBSITE

Subject to these Terms of Use, EXCELLE, LLC, (referred to herein as “EXCELLE,” “we,” “us”

and “our”) provides you with access to our website www.excelle.me (referred to herein as the

“Site”).

1. Acceptance of Terms of Use

BY ACCESSING, USING, OR REGISTERING AT THIS SITE, YOU ARE AGREEING TO

THESE TERMS OF USE WITHOUT LIMITATION OR QUALIFICATION. IF YOU DO NOT

AGREE, PLEASE EXIT AND DO NOT ACCESS OR USE THIS SITE.

We may change these Terms of Use at any time and from time to time. Please check these Terms of Use before using the Site to determine whether a change has been made. Your continuing access to or use of the Site confirms your unconditional acceptance of the then-current Terms of Use in their entirety. If you do not agree to the changes in the Terms of Use as they occur, you should exit and not use the Site.

From time to time, EXCELLE may supplement these Terms of Use with additional terms pertaining to specific content, services, or events (“Additional Terms”), which Additional Terms may be placed on the Site to be viewed in connection with the specific content or events and will be identified as such. You understand and agree that such Additional Terms are hereby incorporated by reference into these Terms of Use.

2. Use of the Site

You may browse and use the Site solely for your personal, non-commercial purposes and in compliance with these Terms of Use. You may not distribute, modify, transmit, publish, reuse, repost or use the Site or any content made available on the Site: (i) for public or commercial purposes without the express written permission of EXCELLE; (ii) in a manner inconsistent with or in violation of these Terms of Use; (iii) in violation of any applicable law, rule, regulation or order; or (iv) in a manner that could damage, disable, overburden or impair the Site or interfere with any other person’s use or enjoyment of the Site.

You will not use the Site for junk mail, ‘spamming’ solicitations (commercial or non-

commercial), chain letters or bulk communications of any kind, including but not limited to

distribution lists to any person who has not given specific permission to be included in such a

list. You will not transmit, distribute, introduce or otherwise make available in any manner

through the Site any computer virus, keyloggers, spyware, worms, Trojan horses, timebombs or

other malicious or harmful programming (collectively, “Viruses”). We do not have an obligation

to detect the presence of such Viruses. You may not use the Site in connection with requesting,

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harvesting, obtaining or storing any personal information, passwords, account information or

information about other users of the Site. You may not use any data mining, robots, or similar

data gathering and extraction tools in connection with the Site. If you download any content from

the Site, you do so at your own risk.

3. Account Registration – EXCELLE to confirm whether this is applicable.

You may choose to register for an EXCELLE account within the Site. By registering for such an

account, you represent that (i) you are of sufficient legal age or otherwise have the authority and

capacity to legally enter into these Terms of Use, and (ii) the information you provide to

EXCELLE in connection with an account is true, accurate, current, and complete information

about yourself. The account is personal to you and you may not under any circumstances share it

or allow any other person to utilize your account. You are responsible for maintaining the

confidentiality of your username and password and are fully responsible for all activities that

occur under your username and password. We may revoke or prohibit the registration of your

account for any reason at any time, without notice, but, in particular, upon any violation of any

of these Terms of Use or the Privacy Policy.

4. Copyright and Trademarks

The Site and all text, audio, video, pictures, music, images, graphics, information, data, content,

and other material displayed on, or downloadable from, the Site (the “Content”) are the property

of, or used with permission by, EXCELLE and are protected by copyright, trademark and other

laws and may not be used except as permitted in these Terms of Use or with the prior written

permission of the owner of such material. You may not modify the Content in any way or

reproduce or publicly display, perform, distribute or otherwise use any such Content for any

public or commercial purpose. Any unauthorized use of any Content may violate copyright laws,

trademark laws, laws of privacy and publicity, or other laws, rules and regulations. You may not

remove any copyright, trademark or other proprietary notices from the Site or any Content. All

rights to Content not expressly granted herein are reserved by and to the respective owners of

such Content.

Certain trademarks, trade names, service marks and logos, icons and domain names used or

displayed on the Site are registered and unregistered trademarks, trade names and service marks

owned by EXCELLE. Others are the registered and unregistered trademarks, trade names and

service marks owned by their respective owners and used with permission by EXCELLE.

Nothing contained on the Site grants any license or right to use any trademarks, trade names,

service marks or logos displayed on the Site without EXCELLE’s written permission or the

written permission of such third-party owner.

5. User Communications

You alone are responsible for any communication, message or other content that you post,

upload, submit, transmit or share with EXCELLE on the Site or by email or third party websites,

including without limitation any data, images, questions, comments, ideas, concepts, know-how,

techniques, suggestions or the like (collectively “User Communications”). By transmitting or

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posting any User Communications, you represent and warrant that such User Communications

are your own original work and will not infringe or violate any copyright, trademark, trade

secret, rights of privacy, rights of publicity or any other applicable laws. We do not endorse or

sponsor any such User Communications submitted by you or other users of the Site.

Subject to the terms of our Privacy Policy, all User Communications will be treated as non-

confidential and nonproprietary information. Accordingly, please do not post, upload, submit or

share any User Communications you wish to be kept confidential or for which you expect

compensation, acknowledgment or attribution. You hereby grant to EXCELLE and our affiliates

and designees, a perpetual, fully paid up, royalty-free, irrevocable, worldwide license to the User

Communications to use, transmit, copy, reproduce, distribute, publicly perform, publicly display,

and prepare derivative works based upon such User Communications in any and all media for

any and all commercial and non-commercial purposes, without the need for any

acknowledgment, compensation or attribution. You warrant to us that you are entitled to transmit

or post User Communications to the Site and have all relevant licenses and consents from any

relevant third parties. Further, EXCELLE and its affiliates are free to use any ideas, concepts,

know-how or techniques contained in any User Communication you send to the Site for any

purpose whatsoever including without limitation developing, manufacturing and marketing

products.

You are prohibited from posting, uploading, submitting, sharing or transmitting any unlawful,

threatening, infringing, libelous, defamatory, obscene, inflammatory, pornographic or profane

material or any material that could constitute or encourage conduct that would be considered a

criminal offense, give rise to civil liability or would otherwise violate the law. We will fully

cooperate with any law enforcement or regulatory authorities or court order requesting or

directing us to disclose the identity of anyone posting any such information or materials.

We may, but are not obligated to, monitor or review any User Communications. We have no

obligation to use, return, review, or respond to any User Communications. We will have no

liability related to the content of any User Communication, whether arising under the laws of

objectionable User Communications. We may remove any or all User Communications.

6. Personal Information/Privacy Policy

We value your privacy. Please refer to our Privacy Policy [insert hyperlink] for details about

what information we collect on this Site and how we use and share such information.

7. Termination/Suspension

We may suspend or terminate your use of the Site at any time, for any reason or for no reason.

We may change, suspend, or discontinue all or any aspect of the Site at any time without notice.

Without limiting any other rights or remedies, in the event that EXCELLE determines that you

have breached any portion of these Terms of Use, or have otherwise demonstrated conduct that

EXCELLE deems to be inappropriate or unacceptable, EXCELLE may (i) warn you via e-mail

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that you have violated these Terms of Use; (ii) delete any User Communications or other content

provided by you or your agent(s) to the Site; (iii) discontinue your access to the Site, (iv) notify

and/or send content to and/or fully cooperate with law enforcement authorities for further action;

and/or (v) any other action which EXCELLE deems to be appropriate.

If your ability to access and/or use the Site or any other service provided to you by EXCELLE is

discontinued by us hereunder, then you agree that you will not attempt to re-register with or

access the Site, any other service provided by EXCELLE, through use of a different member

name or otherwise.

8. No Medical Advice

The Site may contain educational information pertaining to health and safety, diet and nutrition,

exercise and fitness, and information about treatments, medications, and dietary supplements.

This information is not intended to be used as medical advice, diagnosis, or treatment. You

should always seek the advice of a qualified physician or other health care provider with any

questions regarding a medical condition. We do not warrant that any content on the Site will be

accurate, complete, reliable or error-free.

9. Linking

This Site may contain links to other websites that are not owned, operated or controlled by

EXCELLE or its affiliates (each, a “Third-Party Site”). All such links to Third-Party Sites are

provided solely as a convenience to you. If you use these links, you will leave our Site. We are

not responsible for your access to or use of any Third-Party Site. We do not endorse, guarantee,

or make any representations or warranties regarding any Third-Party Site, or any content or

information accessible at or from such Third Party Sites, or the results that you may obtain from

using any Third-Party Site. If you access any Third-Party Site linked to or from the Site, you do

so entirely at your own risk.

10. Disclaimer of Warranties

YOU EXPRESSLY AGREE THAT USE OF THE SITE AND CONTENT IS AT YOUR SOLE

RISK. THE SITE, CONTENT AND ANY PRODUCTS OR SERVICES PURCHASED

THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

EXCELLE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR

IMPLIED, WITH RESPECT TO THE SITE, CONTENT AND ANY PRODUCTS OR

SERVICES PURCHASED THROUGH THE SITE, INCLUDING WITHOUT LIMITATION

ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE

OR NON-INFRINGEMENT.

EXCELLE MAKES NO WARRANTY THAT THE SITE OR ANY CONTENT WILL MEET

YOUR REQUIREMENTS, OR THAT THE SITE, THE CONTENT, OR ANY PRODUCTS OR

SERVICES PURCHASED THROUGH THE SITE OR YOUR USE THEREOF WILL BE

UNINTERRUPTED, TIMELY, SECURE, CURRENT, ACCURATE, COMPLETE OR ERROR

FREE.

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EXCELLE DOES NOT GUARANTEE OR WARRANT THAT THE SITE, THE SERVER OR

ANY CONTENT WILL BE FREE OF INFECTION FROM VIRUSES, WORMS, OR OTHER

CODE THAT HAS CONTAMINATING OR DESTRUCTIVE PROPERTIES. YOU

UNDERSTAND AND AGREE THAT ANY CONTENT DOWNLOADED OR OTHERWISE

OBTAINED THROUGH THE USE OF THE SITE IS AT YOUR OWN DISCRETION AND

RISK.

THE WARRANTY DISCLAIMERS SET FORTH IN THIS SECTION 10 DO NOT APPLY TO

THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR

ANY SUCH PROHIBITIONS.

11. Limitations of Liability

IN NO EVENT WILL EXCELLE BE LIABLE FOR ANY DAMAGES, DIRECT OR

INDIRECT, INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, SPECIAL,

INCIDENTAL OR PUNITIVE DAMAGES (AND DAMAGES FROM LOST PROFITS,

INTERRUPTION OF BUSINESS, LOST DATA), WHETHER FORESEEABLE OR NOT,

WHICH MAY ARISE OUT OF YOUR ACCESS TO, INABILITY TO ACCESS, OR YOUR

USE OF THE SITE OR CONTENT OR RESULTING FROM UNAUTHORIZED ACCESS TO

OR ALTERATION OF YOUR TRANSMISSIONS OR DATA.

THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 11 DO NOT APPLY

TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS

FOR ANY SUCH PROHIBITIONS.

12. Indemnification

UNLESS PROHIBITED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY AND

HOLD HARMLESS EACH OF EXCELLE, ITS AFFILIATES, MEMBERS, OFFICERS,

DIRECTORS AND EMPLOYEES, FROM AND AGAINST ALL LOSSES, EXPENSES,

DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES, RESULTING

FROM OR RELATED TO YOUR USE OF THE SITE OR ANY CONTENT OR SERVICES

PROVIDED BY US, THE VIOLATION OR ATTEMPTED VIOLATION OF THESE TERMS

OF USE BY YOU, OR THE INFRINGEMENT BY YOU, OR ANY OTHER USER USING

YOUR ACCOUNT, OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY

PERSON OR ENTITY. IF YOU ARE OBLIGATED TO INDEMNIFY US HEREUNDER, WE

MAY CONTROL THE DEFENSE AND DISPOSITION OF ANY SUCH CLAIMS AT YOUR

SOLE COST AND EXPENSE.

13. Governing Law; Disputes

These Terms of Use shall be governed by and construed in accordance with the laws of the State

of Rhode Island, without giving effect to its conflicts of law provisions. A printed version of

these Terms of Use will be admissible in judicial and administrative proceedings based upon or

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relating to these Terms of Use to the same extent and subject to the same conditions as other

business documents and records originally generated and maintained in printed form.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR

RELATING TO THESE TERMS OF USE OR THE SITE MUST BE COMMENCED WITHIN

ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE

OF ACTION OR CLAIM IS PERMANENTLY WAIVED.

14. Use of the Site Outside of the United States

We make no representation that the Site, our services, or any Content is appropriate or available

for use outside the United States. If you access the Site or our services from outside the United

States, you do so on your sole initiative and risk and are responsible for compliance with local

laws to the extent applicable.

15. Copyright Complaints

We respect the intellectual property of others, and we expect users of the Site to do the same.

Pursuant to Title 17 U.S.C. § 512(c), if you believe that your work has been copied and is

accessible on our Site in a way that constitutes copyright infringement, you may submit a written

notification to us in accordance with the Digital Millennium Copyright Act at

include the following information: (i) an electronic or physical signature of the person authorized

to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work

that you claim has been infringed, including the URL (i.e., web page address) of the location

where the copyrighted work exists or a copy of the copyrighted work; (iii) identification of the

URL or other specific location on our Site where the material that you claim is infringing your

statement by you that you have a good faith belief that the disputed use is not authorized by the

perjury, that the above information in your notice is accurate and that you are the copyright

owner or authorized to act on the copyright owner’s behalf.

17. Children

THE SITE IS NOT INTENDED FOR ANYONE UNDER THE AGE OF 18, AND ACCESS

OR USE BY ANYONE YOUNGER THAN 18 IS NOT AUTHORIZED.

18. Miscellaneous

In the event that any provision of these Terms of Use conflicts with applicable law or if any

provision is held invalid by a court with competent jurisdiction, then such provision will be

deemed to be restated to reflect as nearly as possible the original intentions of the parties, and the

remainder of these Terms of Use will remain in full force and effect. Any failure by EXCELLE

to insist upon strict performance of any provision of the Terms of Use or to exercise any right

under the Terms of Use will not be construed as a waiver or relinquishment of EXCELLE’s right

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to assert or rely upon any such provision or right in that or any other instance. We will not be

liable for failure or delay in performing our obligations due to causes beyond our reasonable

control, including acts of God, terrorism, war, riots, fire, earthquake, flood, or degradation or

failure of third party networks or communications infrastructure.

You represent to EXCELLE that you have the authority to access and use the Site according to

these Terms of Use. These Terms of Use and any Additional Terms (as such terms shall be

identified when posted on the Site) constitute the entire understanding between you and

EXCELLE, and supersede all prior agreements and understandings relating to the subject matter

of these Terms. You consent to receive communications from us electronically. We may

communicate with you by email, phone, SMS text message, third-party messaging applications,

or by posting notice on this Site. You agree that any notices, disclosures, amendments or other

communications provided to you electronically satisfy any requirement, legal or otherwise, that

such communication be in writing.

19. Contact Us

We welcome your comments and questions. Please contact us at support@excelle.com.

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