TERMS OF USE

Excelle, LLC

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS WEBSITE

Subject to these terms of use (the “Terms of Use”), EXCELLE, LLC (referred to herein as “EXCELLE”;

“we,” “us,” and “our”) provides you with access to our website www.excelle.me (referred to herein as the

“Site”).

1. Acceptance of Terms of Use

BY ACCESSING, USING, OR REGISTERING AT THIS SITE, YOU ARE AGREEING TO

THESE TERMS OF USE WITHOUT LIMITATION OR QUALIFICATION. IF YOU DO NOT

AGREE, PLEASE EXIT AND DO NOT ACCESS OR USE THIS SITE.

We may change these Terms of Use at any time and from time to time. Please check these Terms of Use

before using the Site to determine whether a change has been made. Your continuing access to or use of

the Site confirms your unconditional acceptance of the then-current Terms of Use in their entirety. If you

do not agree to the changes in the Terms of Use as they occur, you should exit and not use the Site.

From time to time, EXCELLE may supplement these Terms of Use with additional terms pertaining to

specific content, services, or events (“Additional Terms”), which Additional Terms may be placed on the

Site to be viewed in connection with the specific content or events and will be identified as such. You

understand and agree that such Additional Terms are hereby incorporated by reference into these Terms

of Use.

2. Use of the Site

You may browse and use the Site solely for your personal, non-commercial purposes and in compliance

with these Terms of Use. You may not distribute, modify, transmit, publish, reuse, repost or use the Site

or any content made available on the Site: (i) for public or commercial purposes without the express

written permission of EXCELLE; (ii) in a manner inconsistent with or in violation of these Terms of Use;

(iii) in violation of any applicable law, rule, regulation or order; or (iv) in a manner that could damage,

disable, overburden or impair the Site or interfere with any other person’s use or enjoyment of the Site.

You will not use the Site for junk mail, ‘spamming’ solicitations (commercial or non-commercial), chain

letters or bulk communications of any kind, including but not limited to distribution lists to any person

who has not given specific permission to be included in such a list. You will not transmit, distribute,

introduce or otherwise make available in any manner through the Site any computer virus, keyloggers,

spyware, worms, Trojan horses, timebombs or other malicious or harmful programming (collectively,

“Viruses”). We do not have an obligation to detect the presence of such Viruses. You may not use the Site

in connection with requesting, harvesting, obtaining or storing any personal information, passwords,

account information or information about other users of the Site. You may not use any data mining,

robots, or similar data gathering and extraction tools in connection with the Site. If you download any

content from the Site, you do so at your own risk.

3. Account Registration

Certain areas of the Site, including the password-protected member area (the “Member Area”), require

registration for an EXCELLE account.. By registering for such an account, you represent that (i) you are

of sufficient legal age or otherwise have the authority and capacity to legally enter into these Terms of

Use, and (ii) the information you provide to EXCELLE in connection with an account is true, accurate,

current, and complete information about yourself. The account is personal to you and you may not under

any circumstances share it or allow any other person to utilize your account. You are responsible for

maintaining the confidentiality of your username and password and are fully responsible for all activities

that occur under your username and password. We may revoke or prohibit the registration of your account

for any reason at any time, without notice, but, in particular, upon any violation of any of these Terms of

Use or the Privacy Policy.

4. Copyright and Trademarks

The Site and all text, audio, video, pictures, music, images, graphics, information, data, content, and other

material displayed on, or downloadable from, the Site (the “Content”) are the property of, or used with

permission by, EXCELLE and are protected by copyright, trademark and other laws and may not be used

except as permitted in these Terms of Use or with the prior written permission of the owner of such

material. You may not modify the Content in any way or reproduce or publicly display, perform,

distribute or otherwise use any such Content for any public or commercial purpose. Any unauthorized use

of any Content may violate copyright laws, trademark laws, laws of privacy and publicity, or other laws,

rules and regulations. You may not remove any copyright, trademark or other proprietary notices from the

Site or any Content. All rights to Content not expressly granted herein are reserved by and to the

respective owners of such Content. Certain trademarks, trade names, service marks and logos, icons and

domain names used or displayed on the Site are registered and unregistered trademarks, trade names and

service marks owned by EXCELLE. Others are the registered and unregistered trademarks, trade names

and service marks owned by their respective owners and used with permission by EXCELLE. Nothing

contained on the Site grants any license or right to use any trademarks, trade names, service marks or

logos displayed on the Site without EXCELLE’s written permission or the written permission of such

third-party owner.

For the avoidance of doubt, presenters and participants in EXCELLE roundtables, gatherings, and

programs retain ownership of their original materials, including slides, presentations, and other content

they create and share in connection with EXCELLE programs. By submitting or presenting such

materials, you grant EXCELLE a non-exclusive, royalty-free license to host, display, and distribute such

materials to other EXCELLE members through the Member Area for so long as the materials remain

available on the Site.

5. User Communications

You alone are responsible for any communication, message or other content that you post, upload,

submit, transmit or share with EXCELLE on the Site or by email or third party websites, including

without limitation any data, images, questions, comments, ideas, concepts, know-how, techniques,

suggestions or the like (collectively “User Communications”). By transmitting or posting any User

Communications, you represent and warrant that such User Communications are your own original work

and will not infringe or violate any copyright, trademark, trade secret, rights of privacy, rights of publicity

or any other applicable laws. We do not endorse or sponsor any such User Communications submitted by

you or other users of the Site.

Subject to the terms of our Privacy Policy, all User Communications submitted through the public areas

of the Site will be treated as non-confidential and nonproprietary information. User Communications

submitted through the password-protected Member Area of the Site are subject to the confidentiality

provisions set forth in Section 8 below. Accordingly, please do not post, upload, submit or share any User

Communications you wish to be kept confidential or for which you expect compensation,

acknowledgment or attribution through public areas of the Site. You hereby grant to EXCELLE and our

affiliates and designees, a perpetual, fully paid up, royalty-free, non-exclusive, irrevocable, worldwide

license to the User Communications to use, transmit, copy, reproduce, distribute, publicly perform,

publicly display, and prepare derivative works based upon such User Communications in any and all

media in connection with the operation of the Site, Member Area, any related features, tools, and content

made available by us (the “Services”), without the need for any acknowledgment, compensation or

attribution. You warrant to us that you are entitled to transmit or post User Communications to the Site

and have all relevant licenses and consents from any relevant third parties. Further, EXCELLE and its

affiliates are free to use any ideas, concepts, know-how or techniques contained in any User

Communication you send to the Site for any purpose whatsoever including without limitation developing,

manufacturing and marketing products.

You are prohibited from posting, uploading, submitting, sharing or transmitting any unlawful,

threatening, infringing, libelous, defamatory, obscene, inflammatory, pornographic or profane material or

any material that could constitute or encourage conduct that would be considered a criminal offense, give

rise to civil liability or would otherwise violate the law. We will fully cooperate with any law

enforcement or regulatory authorities or court order requesting or directing us to disclose the identity of

anyone posting any such information or materials.

We may, but are not obligated to, monitor or review any User Communications. We have no obligation to

use, return, review, or respond to any User Communications. We will have no liability related to the

content of any User Communication, whether arising under the laws of copyright, libel, privacy,

obscenity, or otherwise. You agree to notify EXCELLE of any objectionable User Communications. We

may remove any or all User Communications.

6. Personal Information/Privacy Policy

We value your privacy. Please refer to our privacy policy (the “Privacy Policy”), available at

www.excelle.me/privacy-policy, for details about what information we collect on this Site and how we

use and share such information.

7. Membership; Payments, Cancellations, and Refunds

EXCELLE offers paid memberships and programs to independent school leaders and related

professionals, including without limitation cohort-based learning series, coaching engagements, events,

and other offerings made available from time to time (collectively, “Programs”). Membership is by

invitation only and is governed by a separate membership agreement provided to you at the time of

enrollment. EXCELLE may suspend or terminate your membership, Program enrollment, or access to

related content and events for non-payment or failed payment, in accordance with the terms of your

membership agreement and these Terms of Use.

8. Member Area and Community Conduct

EXCELLE provides registered members with access to a password-protected area of the Site (the

“Member Area”). Access to the Member Area is available only to individuals with an active EXCELLE

membership and a registered account in good standing. EXCELLE may revoke access to the Member

Area at any time if your membership lapses, is terminated, or is not renewed.

The Member Area may include a member directory, recorded roundtables and event recordings,

presentation slides, and other materials shared in connection with EXCELLE programs and gatherings

(collectively, “Member Content”). You agree that: (i) you will not copy, download, redistribute, or share

any Member Content outside the Member Area without EXCELLE’s prior written consent; (ii) you will

not use information obtained from the member directory, including names, photographs, positions,

employers, or LinkedIn profiles, for solicitation, recruiting, marketing, or any purpose unrelated to your

participation in the EXCELLE community; (iii) you will not scrape, harvest, or systematically collect

information from the Member Area; and (iv) you will not share your account credentials or allow any

non-member to access the Member Area through your account.

EXCELLE may record virtual roundtables and other gatherings and make such recordings available to

members through the Member Area. By participating in a recorded gathering, you consent to the

recording, use, and distribution of your likeness and contributions within the Member Area and for

EXCELLE’s reasonable promotional, archival, and operational purposes.

EXCELLE is a professional community built on trust, authenticity, and mutual respect. By accessing the

Site or the Member Area, you agree to conduct yourself in accordance with EXCELLE’s values statement

and any community guidelines made available to you.

You agree to maintain the confidentiality of all discussions, materials, and information shared by other

members within the Member Area, roundtables, gatherings, and other EXCELLE programs. You will not

disclose, reproduce, or distribute any such information outside the EXCELLE community without the

express consent of the member who shared it. This confidentiality obligation survives the termination or

expiration of your membership or these Terms of Use. You acknowledge that any breach of this

obligation may cause irreparable harm to EXCELLE and its members, and that EXCELLE shall be

entitled to seek equitable relief, including injunctive relief, in addition to any other remedies available at

law.

Violations of this Section or conduct that EXCELLE deems inconsistent with the values of the

community may result in suspension or termination of your membership and access to the Site in

accordance with Section 9.

9. Termination/Suspension

We may suspend or terminate your use of the Site at any time, for any reason or for no reason. We may

change, suspend, or discontinue all or any aspect of the Site at any time without notice. Without limiting

any other rights or remedies, in the event that EXCELLE determines that you have breached any portion

of these Terms of Use, including the community conduct and confidentiality provisions set forth herein,

or have otherwise demonstrated conduct that EXCELLE deems to be inappropriate or unacceptable,

EXCELLE may (i) warn you via e-mail that you have violated these Terms of Use; (ii) delete any User

Communications or other content provided by you or your agent(s) to the Site; (iii) discontinue your

access to the Site; (iv) notify and/or send content to and/or fully cooperate with law enforcement

authorities for further action; and/or (v) take any other action which EXCELLE deems to be appropriate.

If your ability to access and/or use the Site or any other service provided to you by EXCELLE is

discontinued by us hereunder, then you agree that you will not attempt to re-register with or access the

Site, any other service provided by EXCELLE, through use of a different member name or otherwise.

10. Linking

This Site may contain links to other websites that are not owned, operated or controlled by EXCELLE or

its affiliates (each, “Third-Party Site”). All such links to Third-Party Sites are provided solely as a

convenience to you. If you use these links, you will leave our Site. We are not responsible for your access

to or use of any Third-Party Site. We do not endorse, guarantee, or make any representations or

warranties regarding any Third-Party Site, or any content or information accessible at or from such Third-

Party Sites, or the results that you may obtain from using any Third-Party Site. If you access any Third-

Party Site linked to or from the Site, you do so entirely at your own risk.

11. Disclaimer of Warranties

YOU EXPRESSLY AGREE THAT USE OF THE SITE AND CONTENT IS AT YOUR SOLE

RISK. THE SITE, CONTENT AND ANY PRODUCTS OR SERVICES PURCHASED

THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

EXCELLE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR

IMPLIED, WITH RESPECT TO THE SITE, CONTENT AND ANY PRODUCTS OR SERVICES

PURCHASED THROUGH THE SITE, INCLUDING WITHOUT LIMITATION ANY

WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-

INFRINGEMENT.

EXCELLE MAKES NO WARRANTY THAT THE SITE OR ANY CONTENT WILL MEET

YOUR REQUIREMENTS, OR THAT THE SITE, THE CONTENT, OR ANY PRODUCTS OR

SERVICES PURCHASED THROUGH THE SITE OR YOUR USE THEREOF WILL BE

UNINTERRUPTED, TIMELY, SECURE, CURRENT, ACCURATE, COMPLETE OR ERROR

FREE.

EXCELLE DOES NOT GUARANTEE OR WARRANT THAT THE SITE, THE SERVER OR

ANY CONTENT WILL BE FREE OF INFECTION FROM VIRUSES, WORMS, OR OTHER

CODE THAT HAS CONTAMINATING OR DESTRUCTIVE PROPERTIES. YOU

UNDERSTAND AND AGREE THAT ANY CONTENT DOWNLOADED OR OTHERWISE

OBTAINED THROUGH THE USE OF THE SITE IS AT YOUR OWN DISCRETION AND

RISK.

THE WARRANTY DISCLAIMERS SET FORTH IN THIS SECTION 11 DO NOT APPLY TO THE

EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH

PROHIBITIONS.

12. Limitations of Liability

IN NO EVENT WILL EXCELLE BE LIABLE FOR ANY DAMAGES, DIRECT OR INDIRECT,

INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR

PUNITIVE DAMAGES (AND DAMAGES FROM LOST PROFITS, INTERRUPTION OF

BUSINESS, LOST DATA), WHETHER FORESEEABLE OR NOT, WHICH MAY ARISE OUT

OF YOUR ACCESS TO, INABILITY TO ACCESS, OR YOUR USE OF THE SITE OR

CONTENT OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF

YOUR TRANSMISSIONS OR DATA.

THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 12 DO NOT APPLY TO THE

EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH

PROHIBITIONS.

13. Indemnification

UNLESS PROHIBITED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY AND HOLD

HARMLESS EACH OF EXCELLE, ITS AFFILIATES, MEMBERS, OFFICERS, DIRECTORS

AND EMPLOYEES, FROM AND AGAINST ALL LOSSES, EXPENSES, DAMAGES AND

COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES, RESULTING FROM OR

RELATED TO YOUR USE OF THE SITE OR ANY CONTENT OR SERVICES PROVIDED BY

US, THE VIOLATION OR ATTEMPTED VIOLATION OF THESE TERMS OF USE BY YOU,

OR THE INFRINGEMENT BY YOU, OR ANY OTHER USER USING YOUR ACCOUNT, OF

ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY. IF

YOU ARE OBLIGATED TO INDEMNIFY US HEREUNDER, WE MAY CONTROL THE

DEFENSE AND DISPOSITION OF ANY SUCH CLAIMS AT YOUR SOLE COST AND

EXPENSE.

14. Governing Law; Disputes

These Terms of Use shall be governed by and construed in accordance with the laws of the State of

Rhode Island, without giving effect to its conflicts of law provisions. A printed version of these Terms of

Use will be admissible in judicial and administrative proceedings based upon or relating to these Terms of

Use to the same extent and subject to the same conditions as other business documents and records

originally generated and maintained in printed form.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING

TO THESE TERMS OF USE OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR

AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR

CLAIM IS PERMANENTLY WAIVED.

15. Use of the Site Outside of the United States

We make no representation that the Site, our Services, or any Content is appropriate or available for use

outside the United States. If you access the Site or our Services from outside the United States, you do so

on your sole initiative and risk and are responsible for compliance with local laws to the extent applicable.

16. Copyright Complaints

We respect the intellectual property of others, and we expect users of the Site to do the same. Pursuant to

Title 17 U.S.C. § 512(c), if you believe that your work has been copied and is accessible on our Site in a

way that constitutes copyright infringement, you may submit a written notification to us in accordance

with the Digital Millennium Copyright Act at connect@excelle.me. All claims of copyright infringement

must be in writing and must include the following information: (i) an electronic or physical signature of

the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the

copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the

location where the copyrighted work exists or a copy of the copyrighted work; (iii) identification of the

URL or other specific location on our Site where the material that you claim is infringing your copyright

interest is located; (iv) your address, telephone number, and email address; (v) a statement by you that

you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or

the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your

notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s

behalf.

17. Children

THE SITE IS NOT INTENDED FOR ANYONE UNDER THE AGE OF 18, AND ACCESS OR

USE BY ANYONE YOUNGER THAN 18 IS NOT AUTHORIZED.

18. Miscellaneous

In the event that any provision of these Terms of Use conflicts with applicable law or if any provision is

held invalid by a court with competent jurisdiction, then such provision will be deemed to be restated to

reflect as nearly as possible the original intentions of the parties, and the remainder of these Terms of Use

will remain in full force and effect. Any failure by EXCELLE to insist upon strict performance of any

provision of the Terms of Use or to exercise any right under the Terms of Use will not be construed as a

waiver or relinquishment of EXCELLE’s right to assert or rely upon any such provision or right in that or

any other instance. We will not be liable for failure or delay in performing our obligations due to causes

beyond our reasonable control, including acts of God, terrorism, war, riots, fire, earthquake, flood, or

degradation or failure of third-party networks or communications infrastructure.

You represent to EXCELLE that you have the authority to access and use the Site according to these

posted on the Site), together with any separate membership agreement entered into between you and

EXCELLE, constitute the entire understanding between you and EXCELLE, and supersede all prior

agreements and understandings relating to the subject matter of these Terms. You consent to receive

communications from us electronically. We may communicate with you by email, phone, SMS text

message, third-party messaging applications, or by posting notice on this Site. You consent to receive

autodialed or prerecorded calls and text messages from EXCELLE at any phone number you provide;

consent is not a condition of membership or purchase, message and data rates may apply, and you may

opt out at any time. You agree that any notices, disclosures, amendments or other communications

provided to you electronically satisfy any requirement, legal or otherwise, that such communication be in

writing.

19. Contact Us

We welcome your comments and questions. Please contact us at connect@excelle.me.