RWX End User Terms of Service

1. License

1.1 Limited License to Use the Service

Subject to the terms and conditions of these Terms of Service, RWX hereby grants to End User a limited, personal, non-exclusive, non-transferable license, during the term of these Terms of Service, to access and use the Service solely for the purpose and to the extent authorized by RWX (and, if applicable, Entity) and, if applicable, solely in accordance with the Entity Agreement. Except for the limited license rights expressly granted under these Terms of Service, no licenses or rights are granted by RWX to End User hereunder, by implication, estoppel or otherwise. All such other licenses and rights are reserved by RWX.

1.2 License Restrictions

End User shall not, and shall not permit any third party to, access or use the Service except as expressly authorized by these Terms of Service (and, if applicable, the Entity Agreement). For purposes of clarity and without limiting the generality of the foregoing, except as expressly authorized by these Terms of Service (and, if applicable, the Entity Agreement), End User shall not (a) copy, modify, or create derivative works or improvements of the Service; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Service to any third party; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Service; (d) bypass or breach any security device or protection used by the Service; (e) input, upload, transmit, or otherwise provide to or through the Service any information or materials that are unlawful or injurious; (f) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Service; or (g) take any actions that RWX determines to be inappropriate.

1.3 Third Party Providers

RWX may use certain third party providers to gather End User related data and other information from, and transmit such information to, financial institutions for accounting purposes or other purposes related to the Services.

1.4 Third Party Materials

From time to time, RWX may make available certain third party services, documents, forms, data, content, products, applications, utilities, software, hardware, systems, networks, connections, and other materials (collectively, “Third Party Materials”). Any acquisition by End User of any Third Party Materials, and any exchange of data between End User and any third party or Third Party Materials, is solely between End User (or, if applicable, Entity) and the applicable third party provider. RWX shall not be liable or responsible for any third party or any Third Party Materials.

1.5 Free Trial

If End User obtains a free trial or free Services, the applicable provisions of these Terms of Service will also govern that free trial or those free Services. Access to such a free trial or free Services may be terminated by RWX at any time in its sole discretion.

2. Intellectual Property

2.1 Allocation of Rights

RWX, third party providers and their respective licensors retain all intellectual property rights in and to the Service and any Third Party Materials (including all related copyrights, patents, service marks, trademarks and other intellectual property rights), including but not limited to any and all updates, enhancements, customizations, revisions, modifications, future releases and any other changes thereto.

2.2 End User Data

“End User Data” means, collectively, any data, information, access, credentials, instructions, materials or other content that is uploaded or otherwise provided to RWX through, or in connection with, the Service by or on behalf of End User or under End User's account. End User represents, warrants, and covenants to RWX that the End User Data shall at all times be current, accurate, true, lawful, lawfully obtained and complete, shall not infringe or violate any third party rights.

3. Disclaimers; Limitations of Liability

3.1 Warranty Disclaimer

EXCEPT FOR ANY WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION, RWX DISCLAIMS ANY AND ALL WARRANTIES RELATING TO THE SERVICE, ANY OTHER RWX PRODUCTS OR SERVICES, ANY THIRD PARTY MATERIALS OR ANY OTHER MATTER COVERED BY THESE TERMS OF SERVICE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. RWX DOES NOT PROVIDE LEGAL ADVICE, DOES NOT GUARANTEE ANY PARTICULAR RESULTS AND DOES NOT WARRANT THAT THE SERVICE WILL OPERATE WITHOUT INTERRUPTION, DELAY OR ERRORS OR THAT ANY ERRORS WILL BE CORRECTED.

3.2 Limitations of Liability

IN NO EVENT SHALL RWX, ITS AFFILIATES OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS OF SERVICE OR ITS SUBJECT MATTER FOR LOST PROFITS OR BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, INTERRUPTION OF BUSINESS, COST OF REPLACEMENT OR SUBSTITUTE GOODS OR SERVICES, OR FOR ANY EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE BASIS OR THEORY OF ANY CLAIM AND REGARDLESS OF WHETHER RWX IS ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES OR LOSSES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF RWX EXCEED $500.

3.3 Essential Part of the Bargain

The Parties acknowledge that the disclaimers and limitations set forth in this Section are an essential element of these Terms of Service between the Parties and the Parties would not have entered into these Terms of Service without such disclaimers and limitations.

4. Indemnification; Unauthorized Use

4.1 Indemnification

End User shall indemnify and hold harmless RWX and its subcontractors and affiliates, and each of its and their respective officers, directors, employees, agents, successors, and assigns from any and all liabilities, losses, damages, costs and expenses (including, without limitation, reasonable attorneys' fees and costs) incurred in connection with any claims, proceedings or causes of action that arise out of or result from End User Data, access to or use of the Service in violation of any applicable law, breach by End User of these Terms of Service, or negligence by End User.

4.2 Notification of Unauthorized Use

End User shall promptly notify RWX in writing upon its discovery of any unauthorized use or infringement of the Service or the related documentation, or RWX's intellectual property rights with respect thereto.

5. Term and Termination

5.1 Term

End User's access to the Service shall begin on the date End User registers for the Service and shall continue until the earlier of (a) termination in accordance with these Terms of Service; or (b) if applicable, expiration or termination of the Entity Agreement.

5.2 Termination for Convenience

RWX may terminate or suspend these Terms of Service, or End User's access to or use of the Service, at any time. End User may terminate these Terms of Service at any time by cancelling its account.

5.3 Effect of Termination

Upon the expiration or termination of these Terms of Service, all license rights of End User under these Terms of Service shall automatically and immediately cease and End User shall promptly cease all use of the Service.

6. General

6.1 Trade Compliance

End User agrees and understands that the Services are subject to U.S. export controls and sanctions laws and regulations. End User agrees not to access, register for, or otherwise use the Services in a country or region subject to U.S. comprehensive trade sanctions.

6.2 Independent Contractors

In making and performing these Terms of Service, the Parties are acting and shall act as independent contractors.

6.3 Force Majeure

RWX shall not be liable to End User for failure or delay in performance under these Terms of Service if such failure or delay is caused by riot, flood, earthquake, natural disaster, electronic virus, electronic attack or infiltration, internet disturbance, government act or any other cause beyond RWX's control.

6.4 Governing Law; Dispute Resolution

These Terms of Service shall be governed by and construed in accordance with the laws of Ohio, excluding its conflict of laws provisions. The Parties consent and submit to the exclusive jurisdiction and venue over any claim that may arise out of or in connection with these Terms of Service in the courts located in Franklin County, Ohio.

6.5 Assignment

End User may not assign any of its rights or privileges, or delegate any of its duties or obligations hereunder, to any third party without the prior written consent of RWX.

6.6 Notices

If End User is providing notice, notice shall be provided in writing and delivered by hand or by certified mail or overnight delivery service to ReadWriteExecute, Inc.; Attn: RWX Legal Department; 829 Bethel Rd STE 302 Columbus, OH 43214 in addition to sending a copy to legal@rwx.com. Please send any questions, comments or concerns about the Service to hello@rwx.com

6.7 Entire Agreement

These Terms of Service, including the Privacy Notice (and, as applicable, the Entity Agreement), constitute the entire agreement between the Parties concerning the subject matter hereof.

6.8 Waivers

A waiver by either Party of a breach or violation of any provision of these Terms of Service will not constitute or be construed as a waiver of any subsequent breach or violation.

6.9 Severability

These Terms of Service are severable, and if any provision of these Terms of Service is, for any reason, finally determined to be invalid, illegal or unenforceable, such provision shall be enforced to the maximum extent legally permissible.