Terms of Use

American CEO Education LLC
Terms of Service for Product and Support
Effective Date: August 9, 2023

IMPORTANT — READ CAREFULLY: WELCOME TO WWW.CEOSOFTWARE.CO AND OUR RELATED WEB-BASED AND/OR MOBILE APPLICATION PROVIDED AS AN ONLINE SERVICE (“PRODUCT”) AND BASIC AND ENTERPRISE TECHNICAL SUPPORT FOR THE PRODUCT (“SUPPORT”). AMERICAN CEOAMERICAN CEO EDUCATION ALSO PROVIDES CONSULTING SERVICES RELATED TO THE PRODUCT (“PROFESSIONAL SERVICES”). IT IS IMPORTANT LICENSEE UNDERSTANDS THAT LICENSEE’S AND ITS AUTHORIZED USERS’ USE OF THE PRODUCT, SUPPORT, AND RELATED PROFESSIONAL SERVICES PROVIDED BY AMERICAN CEOAMERICAN CEO IS SUBJECT TO THESE TERMS OF SERVICE. THIS IS A LEGAL AGREEMENT (“AGREEMENT”) BETWEEN THE LICENSEE AND AMERICAN CEOAMERICAN CEO EDUCATION, LLC (“WE”, “US”, OR “AMERICAN CEOAmerican CEO”), A DELAWARE LIMITED LIABILITY COMPANY, FOR NONEXCLUSIVE, NONTRANSFERABLE USE OF THE AMERICAN CEOAMERICAN CEO PRODUCT AND PROFESSIONAL SERVICES.

BY CREATING AN ACCOUNT OR BY ACCESSING OR USING THE AMERICAN CEOAMERICAN CEO PRODUCT, SUPPORT, OR PROFESSIONAL SERVICES, THE LICENSEE AND ITS AUTHORIZED USERS AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. “LICENSEE” MEANS THE COMPANY OR OTHER LEGAL ENTITY ACCESSING OR USING THE AMERICAN CEO PRODUCT AND PROFESSIONAL SERVICES. “AUTHORIZED USER(S)” MEANS ANY EMPLOYEE OR CONTRACTOR DESIGNATED BY LICENSEE TO USE THE PRODUCT AND PROFESSIONAL SERVICES SOLELY FOR LICENSEE’S INTERNAL BUSINESS PURPOSES.  

American CEOAmerican CEO reserves the right to modify this Agreement, in its sole discretion, at any time by posting an amended Agreement that is always accessible on the Ceosoftware.coAmerican CEO website home page and by giving Licensee prior notice of such modifications. Licensee’s continued use of the Product, Support and/or Professional Services after notice of a modification indicates Licensee’s acceptance of the modified Agreement on behalf of itself and the Licensee’s Authorized Users. It is the responsibility of the Licensee and its Authorized Users to periodically check this Agreement via the home page link for modifications and their effective dates. American CEOAmerican CEO may give notice to Licensee and its Authorized Users by means of (i) a general notice in the Product account, (ii) by email to the e-mail address on record in Licensee’s registration information for the Licensee, or (iii)  by notice of modification to the Agreement on the American CEOAmerican CEO homepage.

THE INDIVIDUAL ACCEPTING THE AGREEMENT REPRESENTS AND WARRANTS THAT HE OR SHE HAS THE AUTHORITY TO BIND SUCH COMPANY OR ENTITY AND ITS AFFILIATES AS WELL AS THE INDIVIDUAL TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

Do not use the Product, Support, or Professional Services if the Licensee or the Authorized User does not agree with the terms of this Agreement. By using the Product, Licensee and Authorized Users signifies their irrevocable acceptance of this Agreement. The website, Product, Support, Professional Services, and any downloadable or accessible software associated with the Product are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.

  1. DESCRIPTION OF THE AMERICAN CEOAMERICAN CEO PRODUCT AND SUPPORT
  1. The Product includes a website and the related software, data, user experiences, and other applications as American CEO, in its sole discretion, may provide as part of the Product allowing Licensee and Authorized Users access to and use of a single American CEO account for whatever period that American CEO chooses, in its sole discretion to make the Product and relevant Support available. The Product provides companies and individuals an online status report tool that collects and displays status updates in a collaborative online workspace. Licensee and Authorized Users may use the Product to create, update, share, store, and publish information, data, text, messages, or other materials (“User Content”). Without limiting the foregoing, the Product is not designed or licensed for use in hazardous environments requiring fail-safe controls.
  2. American CEO at its sole discretion, can modify any and all features of the Product at any time without prior notice. Unless explicitly stated otherwise, any new features we create to enhance or augment the Product shall be subject to the Agreement.
  3. In order to use the Product, Licensee and Authorized Users are responsible for all equipment and internet access necessary on their part to access the Product.
  4. The Product includes communications from American CEO that include Product and Support announcements, messages, and more. These communications are part of the Product, and as such Licensee and Authorized Users may not be able to opt out of receiving such messages however there are certain Product-related messages, such as status report reminders, that can disabled within Account settings.
  1. USE OF AMERICAN CEO PRODUCT
  2. REGISTRATION REQUIRED.

In order to use the Product and Support, Licensee and Authorized Users will need a valid account on the American CEO platform “Account”, which requires that a valid electronic email address and other identifying information be provided to American CEO for each Licensee and Authorized User (“Personal Information”) to access the Account and receive the access to the Product and Support. Each Licensee and Authorized User should take great care of such Personal Information as each is responsible for maintaining the confidentiality of the access data for the account and is fully responsible for all activities that occur under each of their respective Accounts. American CEO cannot and will not be liable for any loss or damage arising from Licensee’s or any Authorized User’s failure to comply with this section. Each Licensee and Authorized User must give true and accurate data during the registration process and must keep that information up to date and accurate. We assume no duty to verify such information. If Licensee or Authorized User provides any information that is untrue, inaccurate, not current or incomplete, or if we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate the Account and refuse any and all current or future use of the Product. 

This Product is not intended for use by anyone under age 18. If an Authorized User is under 18 years of age then the minor’s parent or guardian must review and complete the registration process on the minor’s behalf.

  1. FULL USE OF PRODUCT

(a) License for Product Use. Contingent on Licensee’s and Authorized User’s full compliance with the terms and conditions of the Agreement, American CEO grants Licensee and Authorized Users a non-exclusive, non-transferable, limited, revocable right to access and use the Product solely for Licensee’s internal business use for any period in which American CEO makes access to such Product available.

(b) Beta Use of Product. Licensee may be invited by us to use a Product under development prior to its public release as part of a American CEO beta program in order to evaluate the Product and provide Licensee’s or Authorized User’s Ideas (as defined later in the Agreement) to us about the Product. We will provide Licensee with a demonstration of or access to the Product for a period to be determined by American CEO and Licensee will provide us with Ideas subject to the terms and conditions of the Agreement including the following:

(i) License for Beta Product. If Licensee is invited by American CEO to use the Beta Product as part of the beta program and subject to Licensee’s and its Authorized Users’ ongoing compliance with the terms and conditions of this Agreement and the beta program, American CEO hereby grants to Licensee and its Authorized Users a limited, non- transferable and non-exclusive license during the beta program period to access and use the Beta Product for beta program purposes only. Licensee agrees to provide and update all information that is reasonably necessary for the beta program. Licensee agrees that American CEO may use any of Licensee’s data or User Content necessary for the purposes of beta program. American CEO is not responsible for the accuracy, completeness or integrity of any original data or User Content received from Licensee which is entered into the Product database by Licensee or its Authorized Users. 

(c) American CEO does not warrant the accuracy of data in reports generated using Licensee’s original data and expressly disclaims responsibility for the results obtained through reports designed and generated by Licensee or any Authorized User using the Beta Product’s reporting functionality. Licensee is solely responsible for data validation in any reports designed and generated by Licensee or its Authorized Users.

(d) Licensee understands and accepts that the Beta Products are demonstrated or provided on an “AS IS” and “AS AVAILABLE” basis, the Beta Products are experimental and may not be made available with the components, features or function seen in the beta program and that the Beta Products may not be generally released.

  1. PRODUCT SUPPORT AND SUPPORT PLANS

American CEO offers various types of Support for the Product, American CEO Free which is a free of charge basic Support included with the Licensee’s access to the Product, and more robust, paid Support plans American CEO Enterprise Support and American CEO Enterprise+ Support.  The various Enterprise Support plans are paid Support services available on a per Authorized User basis for 12-month periods.

American CEO, in its sole discretion, may modify or eliminate American CEO Free Support at any time and may modify or eliminate paid Enterprise Support  and Enterprise + Support at any time however such modification or elimination will not take effect until after the expiration of the current paid Support plan term.

(i) American CEO Free Support includes access to the Product manual and basic tips for use of the Product via American CEO’s online help website.

(ii)  American CEO Enterprise includes all the features of American CEO Free, guidance from American CEO on topics such as goal-setting tips and optimizing use of the Product for the Licensee’s executive team, and allows Authorized Users to log Product errors via e-mail (help@ceosoftware.co) or via the Product online support webpage, and American CEO will respond within a reasonable period of time via e-mail. For each Support request, the Authorized User must submit to American CEO a listing of output, screenshots, and such other data as American CEO reasonably may request in order to reproduce operating conditions similar to those present when Authorized User detected an error.  Support hours are 8:00 am to 5:00 PM CST, Monday – Friday, excluding holidays observed by American CEO. Support requests must be submitted in English and  Support will be provided in English.

(iii) American CEO Enterprise+ Support includes all the features of American CEO Enterprise Support above as well as the American CEO Kickstart Success program is a paid Support offering separate for Basic Support. Enterprise Support is purchased on a per Authorized User basis and runs for a term of twelve (12) months from the date of purchase.

(iv) All purchases of paid Support plans are billed and invoiced annually, in advance and will automatically renew for additional twelve (12) month terms unless the Licensee informs American CEO in writing at least ninety (90) days prior to the end of the then current Enterprise Support term that it does not wish to renew.

  1. CONFIDENTIALITY.

(a) The Product, including all content ,  components, design, documentation, features, information about trade secrets, strategies, business models, algorithms, software, ideas, Support and Professional Services materials and methodologies, are owned by American CEO or its licensors (collectively, American CEO Confidential Information”) and are protected by United States and international copyright, trademark, patent and other intellectual property or proprietary rights law.

(b) Licensee (including its Authorized Users) shall not disclose or provide the Products, documentation, or any other American CEO Confidential Information, including but not limited to the Products features and/or related information, to any third party, including but not limited to, the press, online news and/or groups, or any such similar outlets without American CEO’s express prior written consent for any such disclosure.

(c) The Licensee may disclose confidential information in accordance with a judicial or other governmental order so long as the Licensee provides American CEO with prompt written notice prior to the disclosure and shall comply with any applicable protective order or its equivalent. The Licensee shall not be liable to American CEO for disclosure of information which Licensee can prove (a) is already known by the Licensee without an obligation to maintain the confidentiality of the information; (b) becomes publicly known through no wrongful action of the Licensee; or (c) is independently developed by the Licensee without reference to the confidential information. The confidentiality obligations shall survive any expiration or termination of this Agreement, term of use of the Product and/or Support, or evaluation or beta program period.

  1. USER CONTENT.

Licensee is solely responsible for User Content that Licensee or its Authorized Users upload, store, publish, display, link to or otherwise make available within the Product, and Licensee agrees that we are only acting as a passive conduit for its online distribution and publication of its (including Authorized Users) User Content. American CEO does not control the User Content posted via the Product and, as such, does not guarantee the accuracy, integrity or quality of such User Content. American CEO will not review, share, distribute, or reference any such User Content except for the delivery of the Product to Licensee or its Authorized Users, or except as provided herein or in our Privacy Policy or as may be required by law. All User Content is owned by the Licensee of record on the Authorized User’s Account. Should an Authorized User Account be removed from the Product, the associated User Content will remain the sole property of the Licensee of record for the Authorized User. 

Under no circumstances will American CEO be liable in any way for any User Content even if such User Content is deemed by the viewer to objectionable or offensive. Licensee acknowledges that we do not pre-screen User Content, but that American CEO and our designees shall have the right (but not the obligation) in their sole discretion to refuse, move, or remove any Content that is available via the Product. Licensee must bear all risks associated with the use of any User Content, and Licensee acknowledges that Licensee may not reasonably rely on any User Content. American CEO reserves the right to access, read, preserve, and disclose any information as it believes, in its sole discretion, is necessary to (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce this Agreement, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues, (d) respond to user support requests, or (e) protect the rights, property or safety of American CEO, its users and the public. American CEO will not be responsible or liable for the exercise or non-exercise of its rights under this Agreement.

Should User Content be found or reported to be in violation with, but not limited to, the following terms, it will be in American CEO’s sole discretion as to what action should be taken. Licensee agrees that Licensee will not:

(a) upload, post, transmit or otherwise make available any User Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy (up to, but not excluding any address, email, phone number, or any other contact information without the written consent of the owner of such information), hateful, or racially, ethnically, or otherwise objectionable;

(b) impersonate any person or entity, including or falsely state or otherwise misrepresent its affiliation with a person or entity;

(c) forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Content transmitted through the Product;

(e) upload, post, or otherwise transmit any User Content that Licensee does not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships, or under nondisclosure agreements);

(f) upload, post, or otherwise transmit any User Content that infringes any patent, trademark, trade secret, copyright, rights of privacy or publicity, or other proprietary rights of any party; 

(g) upload, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;

(h) bypass measures that American CEO uses to control or restrict access to the Product; interfere with or disrupt the Product or servers or networks connected to the Product, or disobey any requirements, procedures, policies, or regulations of networks connected to the Product; attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Product; (ii) take any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (iii) upload invalid data, viruses, worms, or other software agents through the Product;

(i) access the Product by any means other than the interfaces provided by American CEO for use in accessing the Product;

(j) intentionally or unintentionally violate any applicable local, state, national, or international law;

(k) post any User Content that Licensee does not have full power and authority under all relevant laws and regulations to offer and sell, including all necessary licenses and authorizations;

(L) use the Account website as a redirecting/forwarding Product to another website; or

(m) exceed the scope of the Product that Licensee has signed up for; for example, accessing and using the tools that Licensee or its Authorized Users do not have a right to use, or having humans share user logins, or deleting, adding to, or otherwise changing other people’s comments or content as an Account holder.

If any Licensee, Authorized User, or any other user is reported to be in violation with the letter or spirit of these terms, American CEO retains the right to terminate such Account at any time without further warning.

  1. PROFESSIONAL SERVICES.

If Licensee elects to purchase American CEO’s Professional Services as indicated in a valid American CEO sales Order Form, the Purchase Order reflecting such purchase of Professional Services conforming to the sales Order Form shall be project authorization (“Project Authorization”) by Licensee for American CEO to perform the Professional Services subject to the terms and conditions of this Agreement. American CEO shall have no obligation to perform the Professional Services until and unless it accepts a Project Authorization. Licensee shall be responsible for providing American CEO’s representatives with access to qualified Licensee employees and Licensee-controlled software and hardware, and safe access to Licensee’s premises, each as required to allow American CEO representatives to perform the Professional Services. American CEO’s representatives will comply with Licensee’s reasonable written rules with respect to Licensee’s premises, provided that such rules and regulations are provided to American CEO before the start of Services. All materials and information used or generated by American CEO in the performance of Consulting Services (“Services Materials”), and all intellectual property rights therein, shall be the sole and exclusive property of American CEO. American CEO grants Licensee a perpetual, non-exclusive, non-transferable license, without the right to sublicense and solely for Licensee’s own internal business operations, to use the Services Materials provided under this Agreement, subject to all of the provisions of this Agreement governing Licensed Software and Documentation, as applicable. The rights to any of Licensee’s preexisting proprietary business information, or results of any compilation thereof, which are used in or result from the Professional Services and Services Materials, shall remain Licensee’s sole property. All Professional Services must be used by Licensee within twelve months after the date of the relevant Project Authorization and there will be no refunds provided for amounts pre-paid for Professional Services, or any portion thereof, not used within the applicable twelve month period. All Professional Services are non-cancelable and non-refundable.

  1. TERM AND TERMINATION OF USE OF PRODUCT.

(a) This Agreement commences on the date Licensee accepts it by its access or use of the Product and continues until terminated by American CEO (or in the case of evaluation of Beta programs, until the applicable evaluation or Beta period).

(b) American CEO’s termination rights:

  1. Basic Support Licensee. American CEO may terminate this Agreement and access and use of the Product and Basic Support immediately upon emailed notice to the Licensee at the address provided in its registration for any reason or for no reason, its American CEO’s sole discretion.
  2. Paid Support Licensee. American CEO may terminate this Agreement and access and use of the Product and Enterprise Support upon emailed notice to the Licensee at the address provided in its registration for any reason or for no reason, in American CEO’s sole discretion. Such termination will be effective upon expiration of the then-current Enterprise Support Term.
  3. Non-Use of Product by Licensee. If American CEO determines that a Basic Support Licensee’s Authorized Users have not used the Product for a period of 180 days, American CEO may terminate the Licensee’s and its Authorized Users access to the Product and their corresponding accounts.
  4. American CEO may terminate use of the Product, terminate this Agreement, or suspend or terminate Licensee’s account and access by Licensee and its Authorized Users without notice or liability if, in its sole discretion, American CEO believes Licensee or Authorized User has violated any terms of this Agreement.

(c) Upon any termination, the license to access and use the Product shall terminate as of the effective date of the termination. In the event of suspension or any termination, the Authorized User accounts will be disabled and the right to access or use the Product shall terminate.

(d) Further, post termination, Licensee and/or Authorized Users may not be granted access to their accounts or any files or other User Content contained in the accounts, and we may delete the User Content, although residual copies of information may remain in our system for some time for back-up purposes. In the event of termination, we may also withdraw and reallocate the public web address related to the account. Upon expiration or termination for any reason, Licensee and all Authorized Users continue to be bound by the terms of this Agreement.

  1. FEES AND PAYMENT FOR PAID PRODUCT SUPPORT; PROFESSIONAL SERVICES FEES AND EXPENSES

(a) Fees. Licensee shall pay all fees and expenses specified in the relevant American CEO invoice, as applicable, within thirty (30) days of the date of the invoice.  The fees for Enterprise Support plans are based on right of access to the Product pursuant to the relevant Order Form and not actual usage of the Product or the Enterprise Support. Professional Services fees are pre-paid in advance of the actual performance of such services. Licensee is responsible for providing complete and accurate billing and contact information to American CEO and notifying American CEO of any changes to such information. 

Except as specifically set forth in this Agreement, payment obligations are non-cancellable, fees paid are non-refundable, and the number of Authorized Users for which Enterprise Support is purchased cannot be decreased during the relevant Enterprise Support plan term stated on the applicable invoice. Fees for Authorized Users added during the Enterprise Support term will be co-termed for the remaining period of the term.  

(b) Professional Services Expenses. American CEO will submit to Licensee an invoice for reimbursement of reasonable travel and lodging expenses, including meals, incurred by American CEO’s Professional Services consultants in the provision of Professional Services purchased by the Licensee under this Agreement. American CEO will abide by Licensee’s travel/expense policy so long as such policy is provided in advance of the provision of Professional Services by American CEO to the Licensee. 

(c) Taxes. The fees for Enterprise Support  and/or Professional Services do not include taxes, if any, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal, or foreign jurisdiction (collectively, “Taxes”). Licensee are responsible for paying all Taxes associated with its purchases. If American CEO has the legal obligation to pay or collect Taxes for which Licensee is responsible under this paragraph, the appropriate amount shall be invoiced to and paid by Licensee, unless Licensee provides American CEO with a valid tax exemption certificate authorized by the appropriate taxing authority.

(d) Overdue Charges/Suspension of Access to Enterprise Support/Acceleration. If any fees or charges for Enterprise Support are not paid by the due date, American CEO may charge late interest of 1.5% of the past due balance per month or the maximum rate allowed by law, whichever is lower, from the date when such payments are due and payable as provided herein to the date of payment. If any amount owed by Licensee under this Agreement for Enterprise Support or Professional Services is seven (7) days or more days overdue, American CEO may, without limiting its other rights and remedies, accelerate Licensee’s unpaid fee obligations under this Agreement such that all such obligations become immediately due and payable, and suspend, without liability on the part of American CEO, use and access to Enterprise Support or Professional Services, as applicable, to Licensee and its Authorized Users until such amounts are paid in full. Licensee shall pay on demand all of American CEO’s reasonable attorney fees and other costs incurred by American CEO to collect any fees or charges due to American CEO under this Agreement following its breach of this Section 9.

III. ACCOUNT INFORMATION FROM THIRD-PARTY SYSTEM OR SOFTWARE

Licensee may direct American CEO, via its Product, to retrieve certain information maintained online by a third-party service or software providers with which Licensee has a customer relationship or maintains an account (“Third- Party Content”). Licensee agrees to provide its username, password and other log-in information and credentials necessary to access its account with such providers (“Third-Party Access”), and hereby grant us permission to use the Third-Party Content and Third-Party Access for the purposes contemplated by the Product and this Agreement.

By using the Product and providing Licensee’s Third-Party Access, Licensee expressly authorize American CEO to access and use its Third-Party Content maintained by identified third parties, on Licensee’s behalf as Licensee’s agent. Licensee hereby authorizes American CEO to use Licensee’s Third-Party Access to accomplish the foregoing and to configure the Product so that it is compatible or integrated with the related Third-Party Content. LICENSEE AND AUTHORIZED USERS ACKNOWLEDGE AND AGREE THAT WHEN AMERICAN CEO ACCESSES AND RETRIEVES ACCOUNT INFORMATION FROM THIRD-PARTY SITES, AMERICAN CEO IS ACTING AS LICENSEE’S AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY. Licensee and its Authorized Users acknowledge and agree that the Product may not be sponsored or endorsed by the third party services accessible through the Product. Licensee represents and warrants that neither the foregoing (or anything else in the Agreement) nor its or its Authorized Users use of the Product will violate any agreement or terms to which you are subject, including without limitation, those with respect to any third-party site. American CEO does not guarantee that any such third-party services will continue to be made available within the Product, and such services may be removed or disabled by American CEO at any time without notice to Licensee or its Authorized Users. 

  1. AMERICAN CEO’S PROPRIETARY & INTELLECTUAL PROPERTY RIGHTS

The American CEO website, registries, services deliverables, Product and its materials, including, without limitation, software, databases, all raw, gross or compiled statistical information and other data obtained, assembled or developed by Company, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music (the “American CEO Content”), and all proprietary rights related thereto, are the exclusive property of American CEO and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and Licensee and its Authorized Users shall not reverse engineer, reverse compile, disassemble, or in any way attempt to derive the source code of the Product. Licensee and its Authorized Users further agree that they shall not sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from any materials or content accessible on the Product. Use of the American CEO Content or materials on the Product for any purpose not expressly permitted by this Agreement is strictly prohibited. In the event of a violation of any of the above provisions, American CEO may terminate this Agreement in its sole discretion.

Licensee or its Authorized Users may choose to submit comments, feedback or ideas about the Product, including without limitation about how to improve the Product or our products (“Ideas”). By submitting any Ideas, Licensee affirms that such disclosure of Ideas is gratuitous, unsolicited, and without restriction and will not place American CEO under any fiduciary or other obligation, that we are free to disclose the Ideas on a non-confidential basis to anyone or otherwise use the Ideas without any additional compensation to Licensee or its Authorized Users. Licensee and its Authorized Users acknowledge that, by acceptance of their submission, American CEO does not waive any rights to use similar or related ideas previously known to American CEO, or developed by its employees, or obtained from sources other than Licensee or Authorized Users. American CEO is a trademark of American CEO Software, LLC.

  1. EXPORT RESTRICTIONS

Licensee and Authorized Users acknowledge that the Product, or portion thereof, may be subject to the export control laws of the United States. Licensee and Authorized Users will not export, re-export, divert, transfer, or disclose any portion of the Product or any related technical information or materials, directly or indirectly, in violation of any applicable export law or regulation.

  1. INJUNCTIVE RELIEF

Licensee and Authorized Users acknowledge that any use of the Product contrary to this Agreement, or any transfer, sublicensing, copying or disclosure of technical information or materials related to the Product, may cause irreparable injury to American CEO, its affiliates, suppliers and any other party authorized by American CEO to resell, distribute, or promote the Product (“Resellers”), and under such circumstances American CEO, its affiliates, suppliers and Resellers will be entitled to equitable relief, without posting bond or other security, including, but not limited to, preliminary and permanent injunctive relief.

VII. GENERAL PRACTICES REGARDING USE

Licensee and Authorized Users agree that American CEO has no responsibility or liability for the deletion of, or the failure to store or to transmit, any User Content, Third-Party Content and other communications maintained by the Product. Licensee and Authorized Users acknowledge that American CEO may establish general practices and limits concerning use of the Product and may modify such practices and limits from time to time. American CEO retains the right to create limits on use and storage at our sole discretion at any time with or without notice. Licensee and Authorized Users acknowledge that we reserve the right to log off users who are inactive for an extended period. 

VIII. INTERNATIONAL USE AND DATA PROTECTION

Recognizing the global nature of the Internet, Licensee and Authorized Users agree to comply with all local rules regarding online conduct and acceptable User Content. Specifically, Licensee and Authorized Users agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which Licensee and Authorized Users reside. 

By using the Service and provided personal information to American CEO, Licensee and Authorized User expressly consent to American CEO’s collection and use of such data including an Authorized User’s name, email address, and related information required for the purpose of facilitating Authorized User’s use of the Services. Licensee and Authorized User acknowledge that American CEO is headquartered in Austin, Texas U.S.A. and Licensee and Authorized User consent to the transfer of their personal data to the U.S.A. as may be necessary for operation of the Service. American CEO will maintain such personal information of Authorized Users in accordance with its Privacy Policy, available at: www.ceosoftware.co/privacy-policy.

  1. NO RESALE OF THE PRODUCT

Licensee and Authorized Users agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Product, use of the Product, or access to the Product without the express permission by American CEO.

  1. LICENSEE AND AUTHORIZED USER REPRESENTATIONS AND WARRANTIES

Licensee and Authorized Users represent and warrant that (a) all of the information provided by Licensee and Authorized Users to American CEO to use the Product is correct and current; and (b) Licensee and Authorized Users have all necessary right, power and authority to enter into this Agreement, provide User Content and to perform the acts required of Licensee and Authorized Users hereunder.

  1. NO WARRANTIES OR REPRESENTATIONS BY COMPANY

LICENSEE UNDERSTAND AND AGREE THAT THE PRODUCT IS PROVIDED “AS IS” AND AMERICAN CEO, ITS AFFILIATES, SUPPLIERS AND RESELLERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT OR BAILMENT OF ITS DATA ON AMERICAN CEO’S SERVERS. AMERICAN CEO, ITS AFFILIATES, SUPPLIERS, AND RESELLERS MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PRODUCT, THE SECURITY OF THE PRODUCT, OR THAT THE PRODUCT WILL MEET ANY LICENSEE, AUTHORIZED USERS OR USER’S REQUIREMENTS. USE OF THE PRODUCT IS AT ITS SOLE RISK. LICENSEE WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO LICENSEE OR ITS AUTHORIZED USERS OR USERS RESULTING FROM THE USE OF THE PRODUCT. THE ENTIRE RISK ARISING OUT OF USE, SECURITY OR PERFORMANCE OF THE PRODUCT REMAINS WITH LICENSEE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AMERICAN CEO OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF AMERICAN CEO’S OBLIGATIONS. WITHOUT LIMITING THE FOREGOING, THE PRODUCT IS NOT DESIGNED OR LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AMERICAN CEO, ITS AFFILIATES, SUPPLIERS AND RESELLERS SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES. 

XII. LIMITATION OF LIABILITY

IN NO EVENT WILL AMERICAN CEO OR ITS AFFILIATES, SUPPLIERS, OR RESELLERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT, OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT PRODUCT, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE) CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF AMERICAN CEO, ITS AFFILIATES, SUPPLIERS OR RESELLERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, AMERICAN CEO’S, ITS AFFILIATES’, SUPPLIERS’ AND RESELLERS’ MAXIMUM AGGREGATE LIABILITY AND LICENSEE’S EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY LICENSEE FOR THE PRODUCT (IF ANY) IN THE PREVIOUS TWELVE (12) MONTHS.

XIII. INDEMNITY

Licensee shall indemnify, defend and hold harmless American CEO, its affiliates, officers, directors, employees, consultants, agents, suppliers, and Resellers from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorney’s fees as and when incurred) arising from Licensee’s and/or its Authorized Users’ use of the Product, use of the Account, violation of this Agreement or the infringement or violation by Licensee or any Authorized User of the Account, of any intellectual property or other right of any person or entity.

XIV. MODIFICATIONS TO OR DISCONTINUATION OF THE PRODUCT

American CEO reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Product (or any part thereof) with or without notice. American CEO shall not be liable to Licensee, Authorized Users or to any third party for any modification, suspension, termination, or discontinuance of the Product.

  1. PUBLICITY

American CEO may include Licensee’s name and logo in lists of customers used in print, marketing materials, press releases, or online.

XVI. NO AGENCY

No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship between Licensee and American CEO is intended or created by this Agreement.

XVII. WAIVER AND SEVERABILITY

Failure by either party to exercise any of its rights under, or to enforce any provision of, this Agreement will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision and the remainder of this Agreement will remain in full force and effect.

XVIII. STATUTE OF LIMITATIONS

Licensee agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the American CEO Product or the Terms of Service must be filed by Licensee within one (1) year after such claim or cause of action arose or be forever barred.

XIX. CHOICE OF LAW AND FORUM

This Agreement shall be governed by and construed under the laws of the State of Texas, USA, as applied to agreements entered into and to be performed in Texas by Texas residents. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Travis County Texas, USA.

  1. ENTIRE AGREEMENT

This Agreement embodies the entire understanding and agreement between the parties respecting the subject matter of this Agreement and supersedes any and all prior understandings and agreements between the parties respecting such subject matter. American CEO may change the terms of this Agreement at any time by posting modified terms on its website. This Agreement has been prepared in the English Language and such version shall be controlling in all respects and any non-English version of this Agreement is solely for accommodation purposes. Any and all rights and remedies of American CEO upon Licensee’s or its Authorized Users’ breach or other default under this Agreement will be deemed cumulative and not exclusive of any other right or remedy conferred by this Agreement or by law or equity on American CEO and the exercise of any one remedy will not preclude the exercise of any other. The captions and headings appearing in this Agreement are for reference only and will not be considered in construing this Agreement. Notices to Licensee may be made via either email or regular mail. The Product may also provide notices of changes to the Agreement or other matters by displaying notices or links to notices to Licensee generally on the Product. All notices or other correspondence to American CEO under this Agreement must be sent to the following electronic mail address: info@ceosys.co or write to us at: American CEO Software, LLC 8012 Bee Cave Road Austin, Texas 78746 USA.