This Term of Use (“Terms“) governs your access to and use of Execute to Win, LLC’s (“ETW”) websites including its portals, applications and other services,  (collectively, the “Services”) and any information, materials, charts, photographs, graphics, content, text, icons, links, audio, videos, or other materials appearing on or provided through the Services (collectively, the “Content”).

BY ACCESSING OUR SERVICES, USING OUR WEBSITE OR BY CLICKING  TO ACCEPT OR AGREE TO THESE TERMS, YOU AGREE THAT YOU HAVE READ, ACCEPTED AND UNDERSTOOD ALL OF THE TERMS OF THIS AGREEMENT WITHOUT LIMITATION OR QUALIFICATION, AND THAT (1) THESE TERMS ARE A BINDING LEGAL AGREEMENT BETWEEN YOU AND ETW, AND (2) YOU MAY NOT USE OUR SERVICES IF YOU ARE UNDER THE AGE OF 18. (3) YOU ACCEPT ETW’S PRIVACY POLICY, INCORPORATED HEREIN BY REFERENCE (4) YOUR USE OF SERVICES, SOFTWARE AND PRODUCTS OF ETW INCLUDING THE WEBSITE WILL BE DEEMED ACCEPTANCE OF THIS AGREEMENT INCLUDING ANY UPDATES TO THESE TERMS. (4) IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT ACCESS OR USE THE SERVICES. CERTAIN TRANSACTIONS MAY BE SUBJECT TO ADDITIONAL TERMS AND CONDITIONS WHICH WILL BE MADE AVAILABLE TO YOU PRIOR TO COMPLETING SUCH TRANSACTIONS OR USING SUCH RESOURCES.

Changes to these Terms

Also, please note that we may revise and update these Terms from time to time in our sole discretion.  All changes are effective immediately when posted and apply to all access to and use of Services thereafter.  Your continued use of Services following the posting of changes means that you accept and agree to the changes.   It is your responsibility to check the Terms periodically for changes, as these changes are binding on you.  

NOTICE REGARDING DISPUTE RESOLUTION:  This Terms of Use contains provisions that govern the resolution of claims between you and ETW.  It also includes an agreement to arbitrate, which will, with limited exception, require you to submit claims you have against us to binding and final arbitration.  Unless you opt out, you will only be able to pursue claims against ETW on an individual basis, not as part of any class or representative action or proceeding, and you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.

Privacy Policy

ETW values your privacy and understand your privacy concerns.  Please review ETW’s Privacy Policy, which also governs your access to and use of the Services, so that you may understand ETW’s privacy practices.  All information ETW collect is subject to ETW’s Privacy Policy, and by using the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.  You further understand that any information collected by ETW may be transferred to the United States and/or other countries for storage, processing and use by ETW and its affiliates.

Restrictions

You will not: (i) except as expressly stated herein, copy, reproduce, distribute, republish, download, display, host or transmit in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means, any part of the ETW Services or Content; (ii) use the ETW Services or Content to provide services to third parties (e.g., business process outsourcing, service bureau applications or third party training); (ii) assign, sublicense, sell, lease, loan, resell, sublicense or otherwise distribute or transfer or convey the ETW Services or Content; (iii) make any use of or perform any acts with respect to the ETW Services or Content other than as expressly permitted in accordance with the Terms of Use; or (iv) modify, further develop or create any derivative works of, disassemble, decompile, reverse engineer or otherwise attempt to obtain or perceive the source code from which any part of the Service is compiled or interpreted, or access or use the Services or Content in order to build a similar or competitive product or service; (v) allow use of the Services or Content by anyone other than the authorized User; (vi) unless otherwise expressly authorized in writing by ETW, access the Services and Content for purposes of monitoring ETW’s availability, performance or functionality, including without limitation conducting any stress testing; (vii) tamper with or attempt to disable any security device or protection used by the Services, nor shall you damage, destroy, disrupt or otherwise impede or harm in any manner the Services or any systems used by ETW.

Content

Content includes the  information, materials, charts, photographs, graphics, content, text, icons, links, audio, videos, or other materials appearing and arrangement thereof, and all intellectual property rights in the foregoing and all Content is the exclusive property of ETW or, as applicable, its vendors or licensors and includes Downloadable Content, as defined below.  Except for the rights expressly granted to you in these Terms, ETW reserves all rights in and to the Content and Services, including all intellectual property rights.

Subject to the following section addressing Downloadable Content, you may only use the Services and Content for your personal, non-exclusive use, as long as you comply with these Terms, all other terms posted throughout the Services as applicable to you (if any), and all applicable laws.  You may only use the Services and the Content for their intended purposes for which they are made available to you by ETW.  You are prohibited from sharing or disclosing Content with other users, and you must keep any information that requires a username and password to access, confidential.

Downloadable Content. ETW makes certain webinars, courses, training material, tools, podcasts, whitepapers, eBooks, newsletters, videos, recordings and other Content available for download by you (“Downloadable Content“). This Downloadable Content sometimes has no associated cost and sometimes requires a fee to access.  Your access and use of any Downloadable Content is subject to the following additional terms and conditions:

Subject to your compliance with these Terms and payment of any amounts charged for such Downloadable Content, ETW grants you a non-exclusive, non-assignable, revocable license to download and use the Downloadable Content made available to you through the Services, solely for your personal use. You are prohibited from modifying or creating derivatives of the Downloadable Content and from sharing Downloading Content publicly, or with any other person or entity.  You are prohibited from using Downloadable Content to create comparisons of ETW’s products or services with competitive products.  You are prohibited from using the Downloadable Content in a manner that could disparage ETW or its products or services, or cause ETW to incur civil or criminal liability.  You must return and/or destroy Downloadable Content immediately upon request by ETW.

You agree that your failure to comply with these provisions about Downloadable Content will cause us irreparable harm, and ETW therefore may seek and secure injunctive or other equitable relief without the need to post bond or other security, and without having to prove actual damages.  You and your employer agree to pay for all costs and expenses ETW incurs to enforce the provisions related to Downloadable Content.

Enforcement of Provisions

You understand and agree that we would not have made Downloadable Content available to you, or permitted you to link to ETW’s Services, if you had not agreed in full without reservation to these additional provisions and the relevant indemnification provisions below.  THEREFORE, YOU AGREE TO PAY ALL COSTS AND EXPENSES THAT WE INCUR TO ENFORCE THESE PROVISIONS.

Referrals

If you submit a name and email address to us for a referral, you represent that you have that person’s permission to submit their personal data to us for the purpose of marketing and selling Products to them.  YOU AGREE TO HOLD ETW HARMLESS IF YOU DID NOT HAVE THAT PERSON’S PERMISSION TO SUBMIT THEIR PERSONAL DATA TO US FOR THOSE PURPOSES.

Linking to the Services

If you are interested in linking to one of ETW’s websites, and you operate another website you hereby agree to the following rules: (1) the link must be a text-only link clearly marked; (2) the link, and use thereof, must be in connection with a website of appropriate subject matter that furthers the mission of ETW; (3) the link, and use of the link, may not (or have the potential to) damage or dilute the goodwill associated with ETW’s names and marks; (4) the link, and use of the link, may not create the false appearance that an entity other than ETW is associated with this Services, or that your website, business or content is endorsed or sponsored by ETW; (5) the link, when activated by a user, must display this Services full-screen and not within a “frame” on the linked website; and (6) ETW reserves the right to revoke consent to linking to this Services at any time in its sole discretion, either by amending these Terms or through other notice.

Use of Marks

ETW owns certain trademarks, names, logos, insignia, or service marks (“Marks”).  You do not have the right to use any Marks except as expressly agreed to in writing in advance by ETW, or as otherwise permitted in these Terms.  The Services may also contain third-party marks and third-party copyrighted materials, which are the property of their respective owners.  Nothing in these Terms grants to you any rights in or to those third-party marks or materials without such third-party’s prior written consent.

Intellectual Property Rights

The Services and Content (including but not limited to Downloadable Content) are protected by copyright, trademark, and other intellectual property laws. Any unauthorized use of any trademarks, trade dress, copyrighted materials, or any other intellectual property belonging to ETW or any third party is strictly prohibited and may be prosecuted to the fullest extent of the law.

Creating an Account

In order to use certain features of ETW’s Services or receive certain Content from ETW, you must create an account through the Services.  You are responsible for all activities that occur under your account.  You are responsible for keeping your password and any other verification information used to sign-in to your account confidential.  Do not share your account or passwords with any other person.  Each person using an account must use their own separate log-in information.  Do not access or attempt to access any account that is not yours.  If you believe that your account has been compromised, you must immediately contact us. We may disable any account at any time in ETW’s sole discretion for any or no reason, including if, in ETW’s opinion, you have violated any provision of these Terms. Be careful when accessing your account on a shared computer, public computer or over an unsecured connection because that increases the risk of fraudulent activity.

Purchase Terms, Products and Store

We display certain ETW products, courses, webinars, trainings, events, services and materials (collectively, “Products“) on ETW’s Services, some of which are available for purchase and some of which are available at no cost. Such Products are subject to availability, may not be available for immediate delivery or may not be offered in your area.  Displayed Products on the Services are not offers to you.  The purchase and sale of Products may be subject to additional terms and conditions of sale.  Products are subject to change without notice at any time.  We reserve the right to limit the quantities of any Products that we offer and we reserve the right to modify or discontinue any Product at any time. Prices for and descriptions of ETW’s Products on the Services are subject to change at any time without notice at ETW’s sole discretion.

Restrictions on your Use of the Services

Except as otherwise stated elsewhere in these Terms:

• You shall not use the Services for unlawful purposes.
• You shall not copy, reproduce, duplicate, sell, publish, post, license, rent, distribute, adapt, reverse-engineer, modify, translate or create derivative works of the Services or Content without ETW’s prior written consent.  Without limiting the foregoing, you shall not copy, or use a copy of, this Services or its Content without ETW’s prior written consent.
• You shall not engage in data mining or similar data gathering or extraction activities from the Services.  You shall not use the Services to harvest email addresses, names or other information of the users of the Services or to spam other users of the Services.
• You shall not submit inaccurate, incomplete, or out-of-date information via the Services, or commit fraud or falsify information in connection with your use of the Services.
• You shall not access, use, or copy any portion of the Services or Content, including through the use of indexing agents, spiders, scrapers, bots, web crawlers, or other automated devices or mechanisms.
• You shall not use the Services to post, transmit, input, upload, or otherwise provide any information or material that contains any viruses, worms, ransomware, Trojan horses, malware, adware, or other harmful computer code that may disable, damage, impair, or otherwise interfere with the Services, the servers used to make the Services available, or any other network, computers, hardware, software or systems (“Virus“).
• You shall not:  (i) use or attempt to access an account or passwords that are not yours, (ii) misrepresent your identity in any way, (iii) intercept messages without permission, or (iv) use ETW’s computing resources beyond your authorization.
• You shall not frame, mirror or circumvent the navigational structure of any part of the Services.
• You shall not engage in activities that aim to render the Services or associated services inoperable or to make their use more difficult.
• You will not access the Services for the purpose of engaging in competitive activities with ETW or ETW’s affiliates.
• You shall not engage in any conduct while using the Services that we consider inappropriate, unauthorized, or contrary to the intended purpose of the Services.
• You shall not upload, distribute, transmit, or post anything to or through the Services that: (i) is fraudulent, libelous, obscene, pornographic, indecent, violent, offensive, hate speech, harassing, threatening, defamatory, harms another person, or the like; (ii) invades the privacy of another or includes the confidential or proprietary information of another; or (iii) is protected by intellectual property rights without the express prior written consent of the owner of such intellectual property rights.

Social Media

Links to our social media pages may be included on the Services (“Social Media Pages“).  Because anyone may post or tag on Social Media Pages, posts do not necessarily reflect our views.  We reserve the right to remove anything from our Social Media Pages, in our sole discretion.  We may also take steps to block users from access to our Social Media Pages who violate these Terms.  If we follow, like, re-tweet, favorite, share, or re-post an individual’s content on our Social Media Pages, that is not an endorsement of that third party or any service or company they represent.

Your Use Rights and Termination of such Rights

This Term of User is in effect until your subscription to Services expires or is terminated, or your access to Services has been terminated by ETW.  If you violate applicable laws or these Terms, you are immediately prohibited from further use of the Services or Content, and we may restrict your access to the Services, the Content or your account.  ETW may suspend or terminate the Services, any Content or your account, in whole or in part, at any time in its sole discretion for any reason.  ETW is not liable to you or anyone else for any damages arising from or related to ETW’s suspension or termination of your access to the Services, the  Content or your account, or in the event ETW modifies, discontinues or restricts the availability of the Services or the Content (in whole or in part).

LIMITATION OF LIABILITY

If ETW believes that there is a violation of the Term, ETW may take action when ETW believes it is appropriate and take action such as suspending your account..  

Neither ETW nor any of our affiliated companies, employees, agents, consultants, contractors, members, or managers (‘ETW Affiliates’) shall be cumulatively liable for (a) any damages in excess of US $100, or (b) any special, incidental, indirect, punitive or consequential damages or loss of use, profit, revenue or data to you or any third person arising from your use of the Services or Content, or any of the content or other materials on, accessed through or downloaded from ETW. This limitation of liability is part of the basis of the bargain between the parties and without it the terms and prices charged would be different. This limitation of liability shall:

1. Apply regardless of whether (1) you base your claim on contract, tort, statute or any other legal theory, (2) we knew or should have known about the possibility of such damages, or (3) the limited remedies provided in this section fail of their essential purpose; and
2. Not apply to any damage that ETW may cause you intentionally in violation of this Term of Use agreement or applicable law, or as otherwise mandated by applicable law that cannot be disclaimed from in this Term of Use agreement.

NO WARRANTY

THE SERVICES AND CONTENT ARE PROVIDED “AS IS,”OR “AS AVAILABLE,” AND WITHOUT ANY WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ETW EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND COVENANTS OF ANY KIND WITH RESPECT TO THE SERVICES AND CONTENT, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM STATUTE, COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE. ETW MAKES COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT CONTENT IN THE PROVIDED SERVICES  IS ACCURATE AND RELIABLE, BUT NEITHER ACCURACY NOR RELIABILITY ARE GUARANTEED.  ETW DOES NOT WARRANT OR GUARANTEE THE QUALITY, COMPLETENESS, TIMELINESS, OR AVAILABILITY OF THE SERVICES OR CONTENT. ETW DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES OR CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY DEFECTS IN THE SERVICES OR CONTENT WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVERS THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL CONDITIONS OR COMPONENTS. WE DO NOT WARRANT OR ENDORSE ANY THIRD-PARTY CONTENT. YOU AGREE THAT ETW IS NOT LIABLE TO YOU OR ANYONE ELSE FOR VIRUSES RECEIVED FROM OR THROUGH THE SERVICES OR CONTENT.

THE LAWS OF CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, REPRESENTATIONS OR COVENANTS, AND IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.

THE CONTENT ON OUR SERVICES IS PROVIDED FOR GENERAL INFORMATION ONLY. IT IS NOT INTENDED TO AMOUNT TO ADVICE ON WHICH YOU SHOULD RELY. YOU MUST OBTAIN PROFESSIONAL OR SPECIALIST ADVICE BEFORE TAKING, OR REFRAINING FROM, ANY ACTION ON THE BASIS OF THE CONTENT ON OUR SERVICES.

Notices and Service of Process

Notices to ETW shall be sent to 3241 E Shea Blvd, #498, Phoenix, AZ 85028.  

Except as expressly provided for otherwise in this Term of User, ETW shall provide all notices to you under this Term of Use, although ETW may instead choose to provide notice to you through the website, portal or other means.  For purposes of messages and notices about the ETW Platform applicable to all users, ETW may place a banner notice across its website or portal to alert you. You also agree that ETW may communicate with you through other means including email, mobile number, telephone, or delivery services including the postal service, about your Services. You acknowledge and agree that ETW shall have no liability associated with or arising from your failure to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Services.

No informal waivers, agreements or representations.

Our failure to act with respect to a breach of this Term of Use  by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. No representations, statements, consents, waivers or other acts or omissions by any ETW Affiliate shall be deemed legally binding on any ETW Affiliate, unless documented in a physical writing hand signed by a duly appointed officer of ETW.

Severability

In the event that any provision of this Term of Use is unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not affect the other provisions of this Term of Use and this Term of Use shall be construed as if such unenforceable or invalid provision had never been contained herein. 

Assignment and Delegation.

You may not assign or delegate any rights or obligations under this Term of Use. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under this Term of Use, fully or partially without notice to you. We may also substitute, effective upon notice to you, ETW for any third party that assumes our rights and obligations under this Term of Use.

DISPUTE RESOLUTION

Except as set forth below, ANY DISPUTE OR CLAIM ARISING UNDER THIS TERM OF USE, INCLUDING THE PRIVACY POLICY INCORPORATED HEREIN BY REFERENCE, OR RELATING IN ANY WAY TO YOUR USE OF THE SERVICES AND CONTENT WILL BE RESOLVED BY FINAL AND BINDING ARBITRATION, RATHER THAN IN COURT; provided, however, that the following are exceptions to our agreement to arbitrate our disputes:

1. a) Any claim that qualifies as a small claim in a court of limited subject matter jurisdiction must be brought in such court; and 
2. b) Any claim for injunctive relief may be brought in a court of competent jurisdiction to enjoin intellectual property infringement or misuse.  

You may begin an arbitration proceeding by following the American Arbitration Association’s (AAA’s) filing requirements and mailing a request for arbitration and description of your claim to us at 3241 E Shea Blvd, #498, Phoenix, AZ 85028.  The AAA’s Rules of Commercial Arbitration will apply (available at www.adr.org or by calling 1-800-778-7879).  The arbitrator will have the power to rule on any challenge to its own jurisdiction or to the validity or enforceability of any portion of this agreement to arbitrate.  Notwithstanding any of the foregoing, THE ARBITRATOR WILL NOT BE EMPOWERED AND DOES NOT HAVE THE AUTHORITY TO HEAR OR DECIDE ANY CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, TO AWARD PUNITIVE OR EXEMPLARY DAMAGES OR TO AWARD ATTORNEYS’ FEES TO THE PREVAILING PARTY.

You may opt out of this agreement to arbitrate by providing written notice of your intention to do so to ETW within 60 days of the earlier of your first use of the ETW Services or your registration with the Services.

By receiving or accessing the Services, you agree that the Federal Arbitration Act, applicable federal law, and the laws of the state of Arizona, without regard to principles of conflict of laws, will govern this Term of Use (including the Privacy Policy incorporated herein by reference) and any dispute or claim of any sort that might arise between you and ETW.  The prevailing party in any judicial action to enforce this arbitration agreement shall be entitled to a judgment that includes all fees and costs incurred in such action.

Any cause of action or claim you may have arising out of or relating to the Term of Use or Services must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.

Third-Party Website and Content

The Services may link to, or be linked to, websites not maintained or controlled by ETW. Those links are provided as a convenience and ETW is not responsible for examining or evaluating the content or accuracy of, and does not warrant or endorse, any third-party website or any products or services made available through those websites. Please take care when leaving the Services to visit a third-party website. You should read the terms of use and privacy policy for each website that you visit.  For example, when you apply to work for ETW, use Evernote, view certain news articles, listen to podcasts, sign-up for events or purchase event hotel accommodations, you are doing so on a third-party website that we do not own or control.

The Services also contains certain third-party Content.  We provide third-party Content for your convenience, not as an endorsement.  The presence of third-party Content does not mean that ETW has reviewed the third-party Content or that there is any association between ETW and any third party.  You access third-party Content at your sole risk.  ETW has no responsibility for any third-party Content.  Nothing in these Terms grants you any rights to any third-party Content.

The Services contains videos and embedded content provided by YouTube, including visible content and/or feeds scripts embedded in the Servicess’ code. YouTube may collect data about how you interact with such content.  Specifically, our use of YouTube content requires us to implement certain application programming interfaces (APIs) from YouTube, which allow for data collection, disclosure and use by YouTube pursuant to the Google Privacy Policy available here.  By watching the videos and interacting with such content, you agree to the collection and use of such data.  You may revoke YouTube’s access to your data by visiting the Google security settings page available here.

Compliance with Laws

When you use the Services, you are responsible for complying with all applicable laws, regulations, and policies of all relevant jurisdictions, including all applicable rules regarding online conduct.

Children’s Information

The Services is not directed at children under the age of eighteen (18) years old.  If you are under eighteen (18) years old, you must immediately stop using the Services.

Services Unavailability

Without limiting the generality of the previous section, the Services or Content may be unavailable or limited for various reasons, and we shall not be liable to you for any such unavailability, including without limitation (a) hardware, software, server, network, or telecommunications failures, (b) severe weather, war, riot, act of God, fire, earthquake, strike, labor shortage, etc., (c) regulatory restrictions and other acts of government, (d) interruptions due to utility and power companies, and (e) interruptions due to hacking or other malicious intrusion.

Cooperation with Law Enforcement

ETW will cooperate with law enforcement if you are suspected of having violated applicable laws.  YOU WAIVE AND HOLD ETW AND THE ETW PARTIES HARMLESS FOR ANY COOPERATION WITH, OR DISCLOSURE OF YOUR INFORMATION TO, LAW ENFORCEMENT RELATING TO YOUR SUSPECTED VIOLATION OF APPLICABLE LAWS.

Entire Agreement

You agree that this Term of Use, including the documents incorporated herein by reference such as the Privacy Policy, constitutes the entire, complete and exclusive agreement between you and ETW regarding the Services and Content and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Term of User agreement.

If you have any questions regarding these Terms, contact us at support@etw.com.