EXCELLO TERMS OF SERVICE

These Terms of Service ("Terms") govern your access to and use of the Excello platform, website, applications, and services (collectively, the "Service"), operated by Excello, Inc. ("Excello," "we," "us," or "our").
By accessing or using the Service, you agree to be bound by these Terms. If you do not agree, you must not access or use the Service.

1. Eligibility, Accounts, and Geographic Restrictions

You must be at least 18 years old to use the Service.
Geographic Restriction. The Service is intended solely for users located outside the European Union (EU), the European Economic Area (EEA), the United Kingdom (UK), and Switzerland. The Service is not offered to, directed at, or intended for use by residents or citizens of the EU, EEA, UK, or Switzerland. By accessing or using the Service, you represent and warrant that you are not located in, and are not a resident or citizen of, any EU member state, EEA member state, the United Kingdom, or Switzerland.
If we determine that a user is located in, or is a resident or citizen of, any of the foregoing jurisdictions, we reserve the right to immediately suspend or terminate that user’s access to the Service without notice or liability.
To access certain features, you must create an account. You agree to provide accurate, current, and complete information and to keep your account information updated. You are responsible for maintaining the confidentiality of your credentials and for all activities conducted under your account.
Excello is not responsible for unauthorized access resulting from your failure to safeguard credentials.

2. The Nature of the Service

Excello provides software tools intended to support reflection, planning, prioritization, goal-setting, execution tracking, and related analytical or coaching-style interactions. The Service may include artificial-intelligence-generated content, prompts, summaries, analyses, insights, scores, projections, and other outputs.
Excello is a technology platform only. We do not provide professional services of any kind. The Service does not provide legal, financial, investment, tax, accounting, medical, mental-health, therapeutic, or other regulated or licensed professional advice.

3. No Guarantees; No Reliance

You expressly acknowledge and agree that:
• The Service and all outputs are provided for general informational purposes only
• We do not guarantee the accuracy, completeness, timeliness, or reliability of any content or output
• We do not represent or warrant that use of the Service will lead to any particular outcome, result, success, or performance improvement
You agree not to rely on the Service or its outputs as a substitute for independent judgment, professional advice, or due diligence. All decisions and actions taken based on use of the Service are solely your responsibility.
No content or output constitutes a recommendation to pursue, avoid, or modify any course of action.

4. Artificial Intelligence Disclosure

Certain features of the Service use artificial intelligence and automated processing.
You acknowledge that AI-generated outputs:
• May be inaccurate, incomplete, misleading, speculative, or outdated
• May contain errors, hallucinations, or fabricated information
• May reflect biases or assumptions in training data
• May appear authoritative while being incorrect
Excello does not independently verify AI-generated outputs. You are solely responsible for evaluating and validating outputs before use.
You agree not to input sensitive personal data unless you understand and accept the associated risks, as described in our Privacy Policy.

5. No Coaching, Advisory, or Fiduciary Relationship

Your use of the Service does not create any coach-client, advisor-client, fiduciary, consultant, attorney-client, doctor-patient, or similar relationship.
Excello does not assume any fiduciary duty or duty of care beyond providing access to the Service in accordance with these Terms.

6. Acceptable Use

You agree not to use the Service to:
• Violate any law or regulation
• Infringe intellectual-property or privacy rights
• Misrepresent outputs as verified facts or professional advice
• Upload malicious code or interfere with Service operation
• Harass, abuse, or deceive others
Excello may suspend or terminate access for violations of this section.

7. Subscriptions, Billing, and Payments

Certain features require a paid subscription.
Subscriptions are billed in advance on a recurring basis unless canceled. Fees are non-refundable except as required by law or explicitly stated otherwise. We may change pricing with reasonable advance notice.
Failure to pay may result in suspension or termination of access.
Payments are processed by third-party payment processors, subject to their terms.

8. Intellectual Property

8.1 Excello IP

The Service, including software, models, interfaces, branding, and underlying technology, is owned by Excello or its licensors and is protected by intellectual-property laws. Except for the limited right to use the Service, no rights are granted.

8.2 User Content

You retain ownership of content you submit. By using the Service, you grant Excello a non-exclusive, worldwide, royalty-free license to host, process, and display your content solely to operate and improve the Service.
You represent that you have all rights necessary to provide such content.

8.3 Aggregated and De-Identified Data

(a) Definitions. “Aggregated and/or De-Identified Data” means data derived from the Service, Customer Content, or use of the Service that has been processed so that it does not identify you, your organization, or any individual user, and is not reasonably capable of being used (alone or in combination with other data) to identify you or any individual.
(b) Ownership and permitted use. You acknowledge and agree that all Aggregated and/or De-Identified Data, and all analyses, models, insights, benchmarks, and other works derived from such data, are and shall remain the exclusive property of Excello.
Excello may create, collect, use, reproduce, distribute, and make available Aggregated and/or De-Identified Data for its legitimate business purposes, including to operate, maintain, secure, and improve the Service, to develop and enhance Excello’s products and features, and to generate statistical analyses, benchmarks, insights, and predictive models (including models that analyze patterns in decisions and estimate likely outcomes based on aggregated patterns).
(c) No re-identification. Excello will not attempt to re-identify you or any individual from Aggregated and/or De-Identified Data, and will not knowingly use Aggregated and/or De-Identified Data in a manner intended to identify you or any individual.
(d) No disclosure of Customer Content. Aggregated and/or De-Identified Data will not include Customer Content in a form that is attributable to you or any individual, and Excello will not disclose Customer Content to third parties except as permitted under this Agreement.
(e) Survival. The rights in this Section 8.3 survive termination of this Agreement.

9. Confidentiality

Each party agrees to protect the other’s confidential information disclosed in connection with the Service and to use it only for permitted purposes, except where disclosure is required by law.

10. Third-Party Services

The Service may integrate or link to third-party services. Excello is not responsible for third-party content, availability, or practices. Your use of third-party services is governed by their terms.

11. DMCA / Copyright

If you believe content infringes your copyright, you may submit a notice consistent with the Digital Millennium Copyright Act (DMCA). We will respond as required by law.

12. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE."
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCELLO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCELLO SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR DECISIONS MADE IN RELIANCE ON THE SERVICE.
EXCELLO’S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO EXCELLO IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

14. Indemnification

You agree to indemnify and hold harmless Excello and its affiliates from any claims arising from:
• Your use or misuse of the Service
• Your content
• Your violation of these Terms or third-party rights

15. Arbitration and Class Action Waiver

PLEASE READ CAREFULLY.
Any dispute arising out of or relating to these Terms or the Service shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.
You waive the right to participate in class actions, class arbitrations, or representative proceedings.
Either party may seek injunctive relief in court for intellectual-property misuse.

16. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles.

17. Modifications

We may modify the Service or these Terms at any time. Material changes will be communicated via the Service or email. Continued use after the effective date constitutes acceptance.

18. Termination

We may suspend or terminate access at any time for violation of these Terms or for lawful reasons. Upon termination, your right to use the Service ceases.

19. Contact Information

Excello, Inc.
hello@excello.ai