1) Introduction

Rockstar Virtual, LLC, d/b/a Execly™ (“us”, “we”, or “our”) operates the www.execly.co website (the “Site”).  We also provide virtual assistant services through an online platform provided by Adminja (the “Services”).  Users of our Services, including those who visit the Site, may be referred to as “Members,” while Site visitors who do not use our Services may be referred to as “Visitors.”

When you use the Site, you agree to all of these terms. Your use of the Site and the Services is also subject to our Privacy Policy, which covers how we collect, use, share, and store your personal information.

You agree that by accessing or using the Site, you are agreeing to enter into a legally binding contract with Rockstar Virtual, LLC d/b/a Execly (“we,” “us” or “Execly”).  If you do not agree to this contract (the “Agreement”), do not access the Site.  If you wish to terminate this Agreement, you may do so at any time by stopping your use of the Site.

The Services we provide to Members will be subject to a separate written agreement between you and us.  

Execly

You are entering into this Agreement with Rockstar Virtual, LLC d/b/a Execly (also referred to as “we” and “us”).  This Agreement applies to all Visitors, including Members who visit the Site.  The collection, use and sharing of your personal data is subject to the Privacy Policy and updates.

Changes

We may modify this Agreement and our Privacy Policy from time to time. If we make material changes to this Agreement, we will provide you notice through the Site, or by other means, to provide you the opportunity to review the changes before they become effective. We agree that changes cannot be retroactive. Your continued use of the Site after we publish or send a notice about our changes to these terms means that you are consenting to the updated terms as of their effective date.

2) Obligations

Eligibility

To access the Site or apply for the Services, you agree that: (1) you must be no less than age 18; and (2) if you sign up for the Services, you will provide only true information and have only one Execly account, which must be in your real name.

We do not intend to offer the Site or our Services to individuals who reside within the European Economic Area (“EEA”) or the United Kingdom.  Furthermore, we do not intend to monitor the behavior of any individual within the EEA or the United Kingdom.  If you are an EEA or United Kingdom resident, please do not use the Site or apply for the Services.

Service Availability

You acknowledge that we may change, suspend or discontinue the Site or your use of the Site.

Disclaimers

Nothing in the Site or our Services should be construed as or relied upon as mental health, financial, legal or medical advice. The information provided through the Site and the Services is not intended to be a substitute for professional medical, legal or financial advice that can be provided by your own physician, nurse practitioner, physician assistant, therapist, counselor, mental health practitioner, member of the clergy, any licensed or registered health care professional, attorney, accountant or other licensed professional. 

Third-Party Resources

The Site may reference or contain links to third-party websites and resources. You acknowledge and agree that we are not responsible or liable for the availability, accuracy, content or policies of third-party websites or resources. Links or references to such websites or resources do not imply any endorsement by or affiliation with Execly. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.

Limits

Execly reserves the right to limit or terminate your use of the Site.

Prohibitions

 You agree that you will not:

• Violate the terms of this Agreement.

• Develop, support or use software, devices, scripts, robots or any other means or processes (including crawlers, browser plugins and add-ons or any other technology) to scrape the Site or otherwise copy profiles and other data from the Site.

• Override any security feature or bypass or circumvent any access controls or use limits of the Site.

• Violate the rights of others, including copyrights, patents, trademarks, trade secrets or other proprietary rights.

• Violate the intellectual property or other rights of Execly, including, without limitation, (i) copying or distributing our technology, unless it is released under open source licenses; or (ii) using the word “Execly” or our logos in any business name, email, or URL without our written consent.

• Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Site or any related technology that is not open source.

• Imply or state that you are a representative of Execly without our written consent.

• Deep-link to our Site without Execly’s written consent.

• Use bots or other automated methods to access the Site.

• Monitor the Site’s availability, performance or functionality for any competitive purpose.

• Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Site.

• Overlay or otherwise modify the Site or its appearance (such as by inserting elements into the Site or removing, covering, or obscuring an advertisement included on the Site).

• Interfere with the operation of, or place an unreasonable load on, the Site (e.g., spam, denial of service attack, viruses, gaming algorithms).

• Access Execly in any way other than through the interfaces we intentionally provide.

• Interfere with the functionality of, or our rights in, the Execly service. For example, you may not remove any copyright, trademark, or other proprietary rights notices contained in or on any Execly service.

• Threaten, incite or promote violence, property damage, or organized criminal activity.

• Share harmful or shocking material, such as any of the following: content that is sadistic, abusive of others, or gratuitously graphic; sexually explicit content; content that encourages or promotes suicide or any type of self-injury, including self-mutilation and eating disorders; content that threatens, promotes, or supports terrorism; or content that promotes any other kind of unlawful activity.

• Post anything that contains software viruses, worms, or any other harmful code.

3) Intellectual Property Rights

Execly’s Rights

Execly reserves all of its intellectual property rights in the Site. Trademarks and logos used in connection with the Site are the trademarks of their respective owners. Execly™ and its trademarks, service marks, graphics and logos used for the Site and our Services are trademarks or registered trademarks of Execly.  Most of the images on the Site belong to Execly.  Those that do not belong to Execly are licensed from their respective owners.

You May Not Use Our Content Without Permission

The content on the Site is protected by United States trademark and copyright law. You may not modify, publish, transmit, participate in the transfer or sale of, create derivative works from, distribute, display, reproduce or perform, or in any way exploit in any format whatsoever any of the content of the Site, in whole or in part, without our prior written consent. You may not remove any trademark, copyright, or other notice from the content of the Site.

You do NOT have the right to reprint or reproduce any of our materials on our Site or social media (including written works, audio and video) without our prior express written permission.  For example, you may not use or share these materials as a tool with your clients, in your marketing or in any of the media you use in your business, or in any type of workshop, seminar, class, talk or training, unless you have our prior express written permission.

Syndication (Or, Sharing Our Work with Permission)

We do allow our posts and articles to be syndicated, with a written request and permission. Please ask our permission before syndicating a post by sending us an e-mail at hello@execly.co.

Comments or other Content You Upload

We provide the opportunity for you to post comments on our Site.  In the future, we may provide opportunities for you to post other content on our Site as well.  You hereby grant Execly an irrevocable, perpetual, duty-free license to display any comments or other content that you choose to upload to the Site.  We reserve the right to remove any comments or other content that you upload, in our full discretion.

4) Disclaimer and Limit of Liability

No Warranty

WE MAKE NO REPRESENTATION OR WARRANTY ABOUT THE SITE, INCLUDING ANY REPRESENTATION THAT THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE.  WE PROVIDE THE SITE ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, WE DISCLAIM ANY IMPLIED OR STATUTORY WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, ACCURACY OF DATA, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Exclusion of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND OUR AFFILIATES WILL NOT BE LIABLE IN CONNECTION WITH THIS AGREEMENT FOR LOST PROFITS OR LOST BUSINESS OPPORTUNITIES, REPUTATION, LOSS OF DATA (E.G., DOWN TIME OR LOSS, USE OF, OR CHANGES TO, YOUR INFORMATION OR CONTENT), DATA BREACHES, OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES.

FURTHERMORE, WE WILL NOT BE LIABLE TO YOU IN CONNECTION WITH THIS CONTRACT FOR ANY AMOUNT THAT EXCEEDS $10,000.00.

Basis of the Bargain; Exclusions

The limitations of liability in this Section 4 are part of the basis of the bargain between you and Execly and shall apply to all claims of liability (e.g., warranty, tort, negligence, contract and law) even if Execly or its affiliates has been told of the possibility of any such damage, and even if these remedies fail their essential purpose.  These limitations of liability do not apply to liability for fraud, recklessness or intentional misconduct.

5) Termination

Either you and Execly may terminate this Agreement at any time with notice to the other. On termination, you lose the right to access the Site. The following shall survive termination:

• Sections 3, 4, 6, 7, and 8 of this Agreement.

• Any amounts owed by either party prior to termination remain owed after termination.

6) Governing Law and Dispute Resolution

You and Execly agree that the laws of the State of California, U.S.A., excluding its conflict of laws rules, shall exclusively govern any dispute relating to the Site, this Agreement and/or the Services (each a “Dispute”).  

Any Dispute arising out of or relating to this Agreement will be submitted to binding arbitration by a single arbitrator in Contra Costa County, California, pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The prevailing party in the arbitration shall be entitled to recover its reasonable costs and expenses, including but not limited to arbitration filing fees and expenses of the arbitration, attorneys' fees and expert witness fees and expenses.

7) General Terms

If a court with authority over this Agreement finds any part of it unenforceable, you and we agree that the court should modify the terms to make that part enforceable while still achieving its intent. If the court cannot do that, you and we agree to ask the court to remove that unenforceable part and still enforce the rest of this Agreement.

This Agreement is the only agreement between us regarding the Site and supersedes all prior agreements for the Site.

If we do not act to enforce a breach of this Agreement, that does not mean that Execly has waived its right to enforce this Agreement. You may not assign or transfer this to anyone without our consent. However, you agree that Execly may assign this Agreement to its affiliates or a party that buys it without your consent. There are no third-party beneficiaries to this Agreement. 

8) Notice of Copyright Infringement; Counter-Notice

Pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512), Execly has implemented procedures for receiving written notification of claimed infringements. Execly has also designated an agent to receive notices of claimed copyright infringement. If you believe in good faith that your copyright has been infringed, you may provide a written communication which contains all of the following:

1.   An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

2.   A description of the copyrighted work that you claim has been infringed;

3.   A description specifying the location on our website of the material that you claim is infringing;

4.   Your email address and your mailing address and/or telephone number;

5.   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

6.   A statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Please submit your notice to Execly’s Copyright Agent as follows:

Email: hello@execly.co

Or contact us by mail at:

Rockstar Virtual, LLC, d/b/a Execly

ATTN: Copyright Agent

PO Box 71

Clayton, CA 94517

Counter-Notice:

If you believe that a notice of copyright infringement has been improperly submitted against you, you may submit a Counter-Notice, pursuant to Sections 512(g)(2) and (3) of the Digital Millennium Copyright Act. You may provide a written communication which contains all of the following:

1.   Your physical or electronic signature;

2.   Identification of the material removed or to which access has been disabled;

3.   A statement under penalty of perjury that you have a good faith belief that removal or disablement of the material was a mistake or that the material was misidentified;

4.   Your full name, your email address, your mailing address, and a statement that you consent to the jurisdiction of the Federal District court (i) in the judicial district where your address is located if the address is in the United States, or (ii) located in the Northern District of California (Contra Costa County), if your address is located outside the United States, and that you will accept service of process from the Complainant submitting the notice or his/her authorized agent.

Please submit your Counter-Notice to Execly’s Copyright Agent at the address specified above.