Updated: January 24, 2024

This is a binding agreement between You (“You”, “Your” or “User”) and Search Engine Operator, Inc. d/b/a Exults (“Exults”, “Us”, “Our” or “We”) governing Your use of the ExultsX platform, functionality, plug-ins, add-ons and related programs (collectively, the “Services”). By subscribing to use the Services, or by using the Services, with or without registration, You agree to the following Terms of Service (“Terms”).

You must be of legal age in Your jurisdiction of residence to enter into a binding agreement in order to accept these Terms and use the Services. By using the Services, You represent that You are of legal age and agree to be bound by these Terms. If You are acting on behalf of a company or entity, You certify that You are an authorized representative of such entity with the authority to agree to these Terms and bind Your company thereto. If You do not agree to the Terms, are not of legal age in Your jurisdiction of residence or do not have the authority to enter into this agreement on behalf of the organization You represent, do not access or use the Services in any manner.

1) Services.

1. Provided You are not otherwise in default of these Terms, Exults grants You a nonexclusive, non-sublicensable, nontransferable, revocable right to access and use the Services only for internal business purposes in accordance with the Terms of this agreement and all applicable local, state, national and international laws, rules and regulations.
2. Exults reserves the right to temporarily suspend access to the Services for operational purposes, including, but not limited to, maintenance, repairs or installation of upgrades, and will endeavor to provide no less than two business days’ notice prior to any such suspension if possible. Such notice shall be provided to You in advance, if possible, via notification within the Services, email or other notification method deemed appropriate by Exults. We reserve the right to temporarily suspend operations without notice at any time to complete necessary repairs. In the event of a temporary suspension, Exults will endeavor to use the same notification methods listed in this section to provide updates as to the nature and duration of any temporary suspension, if possible. You agree that Exults will not be liable to You or any third party for any loss, cost, damage, or expense resulting from or relating to Your lack of access to the Services.
3. Exults may change or discontinue the Services or change or remove any features of the Services from time to time. If You do not agree to any such change, Your only recourse is to terminate this agreement in accordance with these terms and cease using the Services.

2) Obligations. In order to access the Services, You must first create an account and subscribe by completing the ExultsX registration application. You agree to provide true and accurate information and ensure that Your registration information is updated as necessary to remain current. Your failure to provide true, accurate and current information may result in termination of Your subscription and right to access or use the Services. You agree to be responsible for maintaining the confidentiality of Your account ID and password and assume full responsibility for any and all activities that occur on Your account. If You become aware of any security breach or unauthorized use of Your account, You agree to provide written notice to Exults within forty-eight (48) hours from the time of discovery. You further agree to release and hold harmless Exults from any damage or liability arising from, or related to, any unauthorized use of Your account.

3) Restrictions. You shall not, and shall not attempt to, either directly or indirectly: (1) use the Services (or any part thereof) in any way, except as otherwise expressly permitted by this agreement; (2) permit a third party to use Your account ID to access or use the Services; (3) use the Services in any manner or for any purpose that: (i) violates or promotes the violation of any applicable law, regulation, legal requirement or right of any person including, but not limited to, intellectual property rights, rights of privacy, or contractual rights or (ii) may be harmful or objectionable (in Exults’ sole discretion) to us, Our users or any other third party; (4) interfere with or disrupt the integrity or performance of the Services; (5) reverse engineer or decompile the Services to build a product or service similar to any software or content included in the Services; (6) use the Services to submit, transmit, store or process viruses, malware, or worms; or  (7) circumvent or interfere with the security measures used to prevent or restrict access to the Services to unauthorized users.   

4) Personal Information and Privacy. Your use of the Services is governed by the Exults Privacy Policy https://www.exults.com/privacy-policy/ (“Privacy Policy”). Your use of the Services indicates Your acceptance of the terms of the Privacy Policy.

5) User & Client Data.

1. “User Data” means any of Your or Your firm’s data, content, financial information, transaction data, system data, other data, information, or other material that You process, use and/or submit to Exults in the course of using the Services. “Client Data” means any of Your client’s or other individual’s personal data, information or other material that You accept, collect, and/or process from Your clients and submit to Exults in the course of using the Services.
2. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of any User Data and Client Data, and You agree that any support provided by Exults in the provision of the Services shall not be construed as a representation concerning the accuracy, quality, integrity, legality, reliability, or appropriateness of any User Data and Client Data.
3. Exults will never use User Data or Client Data for any purpose other than to provide the Services, for testing and development purposes to improve the Services and as expressly authorized in this agreement or the Exults Privacy Policy. You agree that Exults may disclose User Data and Client Data to (i) an affiliate (limited to a parent company, subsidiaries, joint venture partners or other companies that We control or that are under common control), (ii) an acquirer of the Exults business or assets, or (iii) a successor by merger or equity purchase.
4. Exults does not have any obligation to monitor or review User Data and Client Data for any purpose. Notwithstanding the foregoing, Exults reserves the right to take steps it believes are reasonably necessary (to include the disclosure of User Data and Client Data to law enforcement authorities or other government officials) to enforce and/or verify compliance with these Terms; to detect or prevent security, fraud, or technical issues; to protect the rights, property, and/or safety of Exults or any other person; or otherwise as permitted by law.
5. You grant to Exults a non-exclusive, royalty-free, irrevocable, perpetual, transferable, fully paid and worldwide right and license to the User Data and Client Data to: (i) store, use, modify, display and distribute the Services; (ii) to test and improve the Services; and perform any such other actions as authorized under these Terms or the Privacy Policy. Exults shall not be responsible for any liability related to, or arising from, the use of Your User Data or Client Data and You agree to indemnify and hold Exults harmless from any damages, causes of action or penalties resulting from any third-party claim of violation of privacy or intellectual property rights.

6) Warranties. YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. EXULTS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXULTS MAKES NO WARRANTY THAT THE SERVICES WILL (i) BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; OR (ii) MEET YOUR REQUIREMENTS OR EXPECTATIONS; OR (iii) BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SERVICES SHALL BE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE TELEPHONE, WIRELESS DEVICE, OR DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM EXULTS, ITS EMPLOYEES, OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

7) Disclaimers. Exults’ provision of the Services is for general informational purposes only. The content and information provided through the Services aims to offer practical and useful information on the covered subject matter. While it may touch upon professional service issues, it is not professional services advice. Exults’ Services are not intended to constitute legal advice or create an attorney-client relationship. It is crucial not to take or refrain from taking action based on this content without consulting a competent legal professional in the relevant field. We expressly disclaim any liability for actions taken or not taken based on the content or information provided through Your use of the Services. You are responsible for decisions, advice, actions, and lack of action based on Your use of the Services. You acknowledge that the output generated may not be complete or accurate and must be reviewed and verified by You or someone at Your direction.

8) Limitation of Liability. In no case shall Exults be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from Your use of any of the Services, or for any other claim related in any way to Your use of the Services, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the Services, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law. In no event shall Exults’ total liability to you in respect of any Services, whether direct or indirect, exceed the fees paid by You towards such services in the 12-month period preceding the event giving rise to any such liability.

9) Indemnification. You agree to indemnify and hold harmless Exults, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines, and expenses (including attorney’s fees and costs) arising out of or relating to any claims that You have used the Services in violation of another party’s rights, in violation of any law, in violation of any provisions of these Terms, or any other claim related to Your use of the Services, except where such use is authorized by Exults.

10) Arbitration. Any controversy or claim arising out of or relating to this agreement and/or the provision of the Services shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in Florida and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, Exults may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction. You agree to submit to the personal jurisdiction of the federal and state courts located in Broward County, Florida for any actions for which Exults retains the right to seek injunctive or other equitable relief to prevent the actual or threatened infringement, misappropriation, or violation of Our intellectual property or proprietary rights. You acknowledge and agree that You are waiving: (i) the right to a trial by jury as to any and all disputes related to or arising from this agreement and/or Your use of the Services; and (ii) Your right to serve as a plaintiff or class member in any purported class action lawsuit or any other representative proceeding as to any and all disputes arising from or related to this agreement and/or Your use of the Services.

11) Payments. You agree to pay all amounts due for Your access to and use of the Services in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable (“Subscription Fees”). You acknowledge and agree that the amount of the Subscription Fees may vary in accordance with these Terms and/or changes in Your subscription agreement, and You authorize Us to charge Your payment method for the modified amounts. All Subscription Fees are final and non-refundable. Such payments shall be made within thirty (30) days from the date they become due. Any late payments shall be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is greater (plus the costs of collection including reasonable attorney’s fees and costs). If account balance is not settled for any reason within forty-five (45) days from the date payment is due, Your account and access to the Services may be terminated or suspended for cause in Our sole discretion.

12) Term and Termination.

1. This agreement shall commence upon Your creation of an account and will continue in full force and effect until terminated by either party in accordance with the provisions set forth herein.
2. Either party may terminate this agreement for convenience, subject to the terms and conditions set forth herein, by providing thirty (30) days written notice to the other party. Upon Your termination of this agreement and Your subscription for convenience, You will remain liable for the Subscription Fees until the end of the term of Your subscription.
3. Exults, however, may terminate this agreement or suspend Your account for cause, without notice, if You have violated these Terms or have conducted any illegal activity.
4. In the event this agreement is terminated, You agree and acknowledge that Exults has no obligation to retain the User Data and Client Data, and may delete, without incurring any liability, such User Data and Client Data following termination.
5. In no event shall You be entitled to any refund, reimbursement or credit for Subscription Fees, regardless of the reason for termination.
6. Upon termination of this agreement for any reason, the following provisions shall survive such termination: Sections 5, 6, 7, 8, 9, 10, and 12.

13) Consent to Receive Marketing Communications. By creating an account, You consent to receive marketing or advertising communications including email or mobile push notices from Exults and third parties, such as changes or updates to the Services and special offers. If You do not want to receive such messages, You may opt out or change Your preferences by contacting the Exults at zach.hoffman@exults.com or by clicking the unsubscribe link within each marketing or advertising email message. Opting out of marketing communications will not prevent You from receiving Services-related notices.

14) Confidentiality. While Exults uses commercially reasonable efforts to maintain the security of the ExultsX Services, you acknowledge that You acknowledge that there is no guarantee that Your User Data and Client Data will be kept confidential during the course of Your access to and use of the Services. You are solely responsible for maintaining the confidentiality of Your User Data and Client Data and shall not input, upload or transmit any User Data or Client Data without first redacting and/or anonymizing any information that You wish to maintain confidential. You authorize Exults to access Your User Data and Client Data to the extent reasonably necessary to (a) review and improve the quality and performance of the Services, including but not limited to for prompt engineering; (b) investigate and fix any technical issues with the Services; (c) to respond to lawful subpoenas or requests for information by law enforcement or governmental authorities; (d) to monitor Your use of the Services to ensure compliance with these Terms; or (e) to enforce Exults’ rights under these Terms.

15) Miscellaneous.

1. Waiver. All waivers must be in writing. A party’s consent to, or waiver of, enforcement of these Terms on one occasion will not be deemed a waiver of any other provision or such provision on any other occasion.
2. Assignment. Except as otherwise provided in these Terms, You may not assign this agreement without the prior express written consent of Exults. This agreement may be assigned without Your consent by Exults to (i) an affiliate, (ii) an acquirer of the Exults business or assets, or (iii) a successor by merger or equity purchase.
3. Force Majeure. If Exults’ performance hereunder is rendered inadvisable, commercially impracticable, illegal, or impossible to perform by elements of nature, acts of God, acts of war, acts or threats of terrorism, pandemics, or other causes outside of its reasonable control, Exults, upon giving prompt notice to the User, will be excused from performance for the duration of the condition, provided that it uses commercially reasonable efforts to mitigate the effects.
4. Entire Agreement. These Terms represent the entire agreement of the parties and supersedes all prior or contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.
5. Notice. By registering an account and providing Your e-mail address, You agree to receive all notices required under these Terms and applicable law to Your designated e-mail address. Notice to Exults shall be made electronically by e-mail to zach.hoffman@exults.com
6. Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of Florida without regard to its conflict of law’s principles.
7. Severability. Should any provision of these Terms be declared illegal or unenforceable and cannot be modified to be enforceable, such provision shall immediately become null and void, leaving the remainder of these Terms in full force and effect.

15) Amendment of Terms of Service. Exults reserves the right to modify these Terms at any time effective upon posting of an updated version of this Terms of Service on its website. You are responsible for regularly reviewing these Terms. Your continued use of the Services after any such changes shall constitute Your consent to such changes and agreement to be bound by the amended Terms.