PLEASE READ THESE TERMS OF SERVICE CAREFULLY. EACH CUSTOMER AGREES TO THESE TERMS OF SERVICE. These Terms of Service constitute an agreement (this “Agreement”) by and between B2B CFO Partners, LLC, an Arizona limited liability company (“Provider”) and each customer of Provider’s online The Exit Strategy Handbook Online Dashboard Subscription Service (“Subscriber”).
  1. Definitions.
    1. “Account” refers to the Subscriber’s account as established by Subscriber through Provider’s customer portal on the Service Website at the time of enrollment and accepted by Provider.
    2. “Authorized Representative” refers to Provider’s Managing Member with respect to Provider and with respect to Subscriber, the person designated by Subscriber as such at the time of enrollment or such other person subsequently designated by Subscriber in a written notice to Provider.
    3. “Effective Date” refers to the date of commencement of the Service upon Subscriber’s registration and payment of the Service Fee.
    4. “Materials” refer to written and graphical content provided by or through the Service, including without limitation, text, photographs, tables, illustrations, and designs, whether provided by Provider, another customer of the Service, or any other third party.
    5. “Subscriber Data” refers to data in electronic form input or collected through the Service by or from Subscriber.
    6. “Privacy Policy” refers to Provider’s privacy policy, posted at the Service Website, as such policy may change from time to time.
    7. “Service” refers to Provider’s The Exit Strategy Handbook Online Dashboard Subscription Service. The Service includes such features as are set forth on Service Website, with such changes to such features as Provider may incorporate from time to time in its sole discretion.
    8. “Service Fee” refers to the Service Fee for Subscriber’s use of the Service as set forth on Service Website.
    9. “Service Website” refers to website established by Provider through which the Service is provided (www.theexitstrategydashboard.com).
  2. Service & Payment.
    1. Service. Provider will provide the Service to Subscriber pursuant to its standard policies and procedures then in effect.
    2. Payment. Subscriber will pay Provider the Service Fee applicable as of the Effective Date.
    3. Method of Payment; Taxes. Payment for the Service will be made by a valid credit card or debit card accepted by us, or such other means acceptable to Provider as specified on the Service Website. Provider may be required to collect and remit sales tax from Subscribers located in certain state and local jurisdictions, including those jurisdictions where software delivered as a service is taxable and where Provider maintains a physical presence. Provider determines Subscriber’s local taxing jurisdiction based on the billing address listed in Subscriber’s account. Subscriber will be responsible for and to pay any sales, personal property, use, VAT, excise, withholding, or any other taxes that may be imposed, based on this Agreement, or use of the Service Website, excluding taxes based on net income payable by Provider.
  3. Materials, Software, & IP.
    1. Materials. Subscriber recognizes and agrees that: (i) the Materials are the property of Provider or its licensors and are protected by copyright, trademark, and other intellectual property laws; and (ii) Subscriber does not acquire any right, title, or interest in or to the Materials except the limited and temporary right to use them as necessary for Subscriber’s use of the Service.
    2. IP in General. Provider retains all right, title, and interest in and to the Service, including without limitation all software used to provide the Service and all logos and trademarks reproduced through the Service, and this Agreement does not grant Subscriber any intellectual property rights in or to the Service or any of its components.
  4. Privacy Policy. Subscriber understands that the Privacy Policy applies only to the Service and does not apply to any third-party site or service linked to the Service or recommended or referred to through the Service or by Provider’s employees.
  5. Each Party’s Warranties.
    1. Subscriber’s Identity. Subscriber warrants: (i) that it has accurately identified itself through its Account and will maintain the accuracy of such identification; and (ii) that it is a corporation or other business entity authorized to do business pursuant to applicable law or an individual 18 years or older.
    2. Right to Do Business. Each party warrants that it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement.
    3. Disclaimers. Except for the express warranties specified in this Section 5, THE SERVICE IS PROVIDED “AS IS” AND AS AVAILABLE, AND PROVIDER MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. Without limiting the generality of the foregoing, (i) PROVIDER HAS NO OBLIGATION TO INDEMNIFY OR DEFEND SUBSCRIBER AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS; and (ii) Provider does not warrant that the Service will perform without error or immaterial interruption.
  6. Limitation of Liability. IN NO EVENT: (a) WILL PROVIDER’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT SUBSCRIBER PAID FOR THE SERVICE; AND (b) WILL PROVIDER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES. THE LIABILITIES LIMITED BY THIS SECTION 6 APPLY: (i) TO LIABILITY FOR NEGLIGENCE; (ii) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (iii) EVEN IF PROVIDER IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (iv) EVEN IF SUBSCRIBER’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Section 6, Provider’s liability will be limited to the maximum extent permissible.
  7. Data Management.
    1. Access, Use, & Legal Compulsion. Unless it receives Subscriber’s prior written consent, Provider: (i) will not access or use Subscriber Data other than as necessary to facilitate the Service; and (ii) will not give any third-party access to Subscriber Data. Notwithstanding the foregoing, Provider may disclose Subscriber Data as required by applicable law or by proper legal or governmental authority. Provider will give Subscriber prompt notice of any such legal or governmental demand and reasonably cooperate with Subscriber in any effort to seek a protective order or otherwise to contest such required disclosure, at Subscriber’s expense.
    2. Subscriber’s Rights. Subscriber possesses and retains all right, title, and interest in and to Subscriber Data, and Provider’s use and possession thereof is solely as a data processor.
    3. Data Protection. Provider will take adequate technical and organizational measures against unauthorized or unlawful processing of, accidental loss or destruction of, or damage to, Subscriber Data.
    4. Retention & Deletion. Provider will retain all Subscriber Data until erased pursuant to written instructions from Subscriber or upon termination of Subscriber’s right to use of the Service pursuant to Section 8(b) of this Agreement.
    5. Injunction. Provider agrees that violation of the provisions of this Section 8 might cause Subscriber irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, Subscriber will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.
  8. Term & Termination.
    1. Term. This Agreement will continue until terminated in accordance with the terms hereof.
    2. Termination of Use of Service upon Violation of Terms of Service. In the event that Subscriber violates any provision of these Terms of Service, Provider, in its sole discretion, reserves the right to terminate Subscriber’s access to or use of the Service, disable Subscriber’s Account or access to the Service, and remove all or a portion of Subscriber’s Data, in each case, with or without notice and without refund.
    3. Effects of Termination. The following provisions will survive termination of this Agreement: (i) Sections 3, 4, 5(c), and 6 of this Agreement; and (ii) any other provision of this Agreement that must survive termination to fulfill its essential purpose.
  9. Miscellaneous.
    1. Notices. Provider may send notices pursuant to this Agreement to Subscriber’s contact points listed in Subscriber’s Account, and Subscriber may send notices pursuant to this Agreement to Provider in accordance with Provider’s contact points as listed on the Service Website.
    2. Amendment. Provider may amend this Agreement from time to time by posting an amended version at its website and sending Subscriber written notice thereof. Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Subscriber first gives Provider written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue under its original provisions. Subscriber’s continued use of the Service following the effective date of an amendment will confirm Subscriber’s consent thereto. This Agreement may not be amended in any other way except through a written agreement executed by Authorized Representatives of each party. Notwithstanding the foregoing, Provider may amend the Privacy Policy at any time by posting a new version on the Service Website and sending Subscriber notice thereof, and such amended version will become effective ten (10) business days after such notice is sent.
    3. Independent Contractors. The parties are independent contractors and will so represent themselves in all regards. In no event will the relationship between Provider and Subscriber be that of joint venture, partners, employer and employee, principal and agent or any similar relationship.
    4. No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than (i) by an Authorized Representative and (ii) in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any prior or subsequent breach of this Agreement.
    5. Force Majeure. To the extent caused by force majeure, no delay, failure, or default will constitute a breach of this Agreement.
    6. Assignment & Successors. Neither party may assign this Agreement or any of its rights or obligations hereunder without the other’s express written consent, except that either party may assign this Agreement to the surviving party in a merger of that party into another entity. Except to the extent forbidden in the previous sentence, this Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the parties.
    7. Choice of Law & Jurisdiction. This Agreement will be governed solely by the internal laws of the State of Arizona, without reference to such State’s principles of conflicts of law. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of Maricopa County, Arizona.
    8. Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
    9. Conflicts among Attachments. In the event of any conflict between this Agreement and any Provider policy posted online, including without limitation the Privacy Policy, the terms of this Agreement will govern.
    10. Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to the subject matter hereof. Neither party has relied upon any such prior or contemporaneous communications.
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