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END USER LICENSE AGREEMENT

 

Please read this End User License Agreement carefully before clicking the “I Agree” button, downloading or using the NextExec system, website, or application.

By clicking the “I Agree” button, you are agreeing to be bound by the terms and conditions of this End User License Agreement.

If you do not agree to the to the terms of this End User License Agreement, do not click on the “I agree” button and do not download or use the NextExec website or application. Use of the NextExec website or mobile application constitute a binding agreement to this End User License. By continuing to use the application you are automatically agreeing to End User License Agreement and Privacy Policy.

1. DESCRIPTION OF SOFTWARE

NextExec is a website and application that can be used on desktop, iOS, Android, Windows mobile devices. NextExec functions as a third-party resource tool for Independent Sales Organizations (ISO’s) and End Users and does not dictate day-to-day operations of the ISO or provide legal advice, business or financial advice to any ISO or End User. NextExec does not act as an employer for any End User. NextExec is an optional informational resource tool for Independent Sales Organizations and agencies. NextExec is for informational purposes only. Opinions expressed within the NextExec Application belong solely to the authors and speakers who have contributed aforementioned opinions.

2. LIMITED LICENSE

NextExec grants End User a revocable non-exclusive, non-transferable, limited license to download, install and use the website and application solely as an informational resource database for use by the individual End User or Independent Sales Organization strictly within the terms of this agreement. NextExec authorizes Independent Sales Organizations and agencies to share this informational resource only with independent contractors, outside salespeople, salespeople and distributors that have completed onboarding to their individual ISO. The End User shall not redistribute, replicate, reproduce, resell or otherwise disseminate the content within the NextExec application without express written consent from NextExec & The Brand Executives, Inc. The End User shall not acquire any intellectual property rights under this Agreement except the limited right to use as set forth above. The End User acknowledges that, as between NextExec and contributing parties and the End User, that any information and all related copyrights and other intellectual property rights, are (and at all times will be) the property of the NextExec and contributing parties, even if suggestions, comments, and/or ideas made by the End User are incorporated into the Confidential Information or related materials during the period of this Agreement.

3. TITLE

Title, ownership and all rights (including without limitation intellectual property rights) in and to the NextExec software and website shall remain with NextExec, a proprietary system of The Brand Executives, Inc. Except for those rights expressly granted in the EULA, no other rights are granted, whether express or implied.

4. PERSONAL INFORMATION AND PRIVACY
  1. We may ask End Users certain information about themselves during the NextExec registration and use process. That information will be used for purposes of monitoring usage and engagement of Independent Sales Organizations and End Users. This information may be used to analyze user patterns, develop new software, or provide additional resources through NextExec. NextExec may also disclose this information to The Brand Executives for the purpose of business analysis; By choosing to use NextExec services End User indicates understanding and acceptance of the Personal Information and Privacy clause this End User License Agreement. NextExec may disclose information if required to do so by law or in the good faith belief that such disclosure is reasonably necessary to comply with legal process, enforce the terms of this EULA, or protect the rights, property or safety of NextExec, The Brand Executives, its users or the public.
  2. General Data Protection Regulation Under applicable data protection laws in the European Union and United Kingdom, you have the following rights:
    1. Right to access and obtain a copy of your personal information: You are entitled to request confirmation whether we process any of your personal information. Where this is the case, you may have access to your personal information and to certain information about how it is processed. In some cases, you can ask us to provide you with an electronic copy of your information
    2. Right to correct your personal information: If you can demonstrate that personal information we hold about you is not correct, you can ask that this information is updated or otherwise corrected.
    3. Right to be forgotten/have data deleted: In certain circumstances, you have the right to have your personal data deleted. You may make such a request at any time and NextExec will evaluate if your request should be granted, however this right is subject to any legal rights or obligations we may have to retain data. For situations where, in accordance with the law, we determine that your request to have your personal information deleted must be granted, NextExec will do so without undue delay. To exercise your rights, you can contact us at the following address: privacy@next-exec.com
  3. Changes to the NextExec General Data Protection Regulation policy may occur from time to time. NextExec will publish any material changes to this policy through appropriate notices either on the NextExec website and mobile application or contacting you using other communication channels.
  4. We will without undue delay upon becoming aware of any Data Breach affecting End User Personal Data, provide End Users with information (taking into account the nature of processing and the information available to us and when it becomes available) to assist End Users in endeavors to meet any obligations to report to regulators or inform Data Subjects of the Personal Data Breach under Data Protection Laws.
5. RESTRICTIONS

You agree not to and you will not permit others to:

  1. License, sell, rent, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit NextExec and/or any content provided by NextExec, or make the application available to a third party.
  2. All content provided by NextExec is disclosed to the recipient in order to act as an informative resource for the sole purpose of proliferating proprietary sales and marketing information. End User License Restrictions require End User to protect the confidential information and material provided by NextExec. End User Agrees to be subject to terms of non- disclosure.
6. NON-DISCLOSURE

End user agrees to be bound by the terms of non-disclosure of confidential information

7. CONFIDENTIAL INFORMATION.

The term “Confidential Information”; means any information or material which is proprietary to NextExec and contributing parties, whether or not owned or developed by the NextExec and contributing parties, which is not generally known other than by  NextExec and contributing parties, and which the End User may obtain through any direct or indirect contact with the NextExec and contributing parties.

Regardless of whether specifically identified as confidential or proprietary, Confidential Information shall include any information provided by NextExec and contributing parties concerning the business, technology and information of NextExec and contributing parties and any third party with which the NextExec and contributing parties deals, including, without limitation, business records and plans, interview and selection processes, remuneration, trade secrets, technical data, product ideas, contracts, financial information, pricing structure, discounts, computer programs and listings, source code and/or object code, copyrights and intellectual property, inventions, sales leads, strategic alliances, partners, and customer and client lists. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential.

“Confidential Information” does not include:

  • Matters of public knowledge that result from disclosure by the NextExec and contributing parties;
  • Information rightfully received by the End User from a third party without a duty of confidentiality;
  • Information independently developed by the End User;
  • Information disclosed by operation of law;
  • Information disclosed by the End User with the prior written consent of NextExec and contributing parties; and any other information that both parties agree in writing is not confidential.
8. PROTECTION OF CONFIDENTIAL INFORMATION.

The End User understands and acknowledges that the Confidential Information has been developed or obtained by NextExec and contributing parties by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of  NextExec and contributing parties which provide the NextExec and contributing parties with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the receipt by the End User of the Confidential Information, the End User agrees as follows:

  1. No Disclosure. The End User will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of the NextExec and contributing parties
  2. No Copying/Modifying. The End User will not copy or modify any Confidential Information without the prior written consent of the NextExec and contributing parties.
  3. Unauthorized Use. The End User shall promptly advise the NextExec and contributing parties if the End User becomes aware of any possible unauthorized disclosure or use of the Confidential Information.
9. UNAUTHORIZED DISCLOSURE OF INFORMATION – INJUNCTION.

If it appears that the End User has disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, the NextExec and contributing parties shall be entitled to an injunction to restrain the End User from disclosing the Confidential Information in whole or in part. NextExec and contributing parties shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.

10. RETURN OF CONFIDENTIAL INFORMATION.

Upon the written request of NextExec and contributing parties, the End User shall return to the NextExec and contributing parties all written, audio and video materials containing the Confidential Information. The End User shall also deliver to NextExec and contributing parties written statements signed by the End User certifying that all materials have been returned within five (5) business days of receipt of the request.

11. RELATIONSHIP OF PARTIES.

Neither party has an obligation under this Agreement to purchase any service or item from the other party, or commercially offer any products using or incorporating the Confidential Information. This Agreement does not create any agency, partnership, or joint venture.

12. NO WARRANTY.

The End User acknowledges and agrees that the Confidential Information is provided on an “AS IS” basis. NextExec and contributing parties make no warranties express or implied with respect to the confidential information provided by the NextExec resource and hereby expressly disclaims any and all implied warranties of merchantability and fitness for a particular purpose. NextExec and contributing parties in no event shall be held liable for any direct, indirect, special, or consequential damages in connection with or arising out of the performance or use of any portion of the confidential information. NextExec and contributing parties do not represent or warrant that any product or business plans disclosed to the End User will be marketed or carried out as disclosed, or at all. Any actions taken by the End User in response to the disclosure of the Confidential Information shall be solely at the risk of the End User.

13. TERM.

The obligations of this Agreement shall survive 3 years from the Effective Date or until the NextExec and contributing parties sends the End User written notice releasing the End User from this Agreement. After that, the End User must continue to protect the Confidential Information that was received during the term of this Agreement from unauthorized use or disclosure indefinitely.

14. INDEMNITY.

Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, agents, affiliates, distributors, and representatives, from any and all third party claims, demands, liabilities, costs and expenses, including reasonable attorney’s fees, costs and expenses resulting from the indemnifying party’s material breach of any duty, representation, or warranty under this Agreement. You agree to indemnify and hold harmless Brand Executives, Inc its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries, affiliates, and independent contractors from any demands, loss, liability, claims or expenses (including reasonable attorneys’ fees and court costs), made against NextExec by any third party due to or arising out of or in connection with (a) your use of the  NextExec Program and/or Services, (b) your violation of this Terms of Use, (c) the infringement of any intellectual property or any other right of any person or entity by you, or any other user of the Program using your computer; (d) disputes between you and other Users; (e) your use and/or misuse of the Service; (f) your violation of any applicable law, rule or regulation; and/or (g) the inclusion by you of any inaccurate, misleading, false or deceptive statements within your User Content.  NextExect and Brand Exexcutives, Inc. hereby reserves the right to assume the control and defense, at its own expense, of any matter otherwise subject to indemnification by you.  Regardless, you shall provide reasonable cooperation to as requested by NextExec and Brand Executives, Inc. in defense of all such claims.

15. MODIFICATIONS TO APPLICATION

NextExec reserves the right to modify, suspend or discontinue, temporarily or permanently, the NextExec website and application, or any service to which it connects, with or without notice and without liability to you.

16. LIABILITY

NextExec (Licensor) shall not be liable to End User (Licensee) for any lost profits, lost revenues or opportunities, downtime, or any consequential damages or costs, resulting from any claim or cause of action based on breach of contract, negligence or any other legal theory, even if Licensor knew or should have known of any possibility thereof. In no event shall Licensor’s aggregate liability exceed the amounts actually paid to Licensor by the individual Licensee in the 12-month period immediately preceding the event given rise to the claim. NextExec provides a resource for active members of Independent Sales Organizations eliminating aggregate financial liability of NextExec for at any point during the End User License agreement.

17. INDEMNIFICATION

This Agreement does not in any way alter the relationship between Independent Sales Organizations or Agencies and their Independent Sales Agents, Distributors Outside Salespeople or other staff. NextExec is an optional informational resource tool for Independent Sales Organizations. NextExec is for informational purposes only. Opinions expressed within the NextExec Application belong solely to the authors and speakers who have contributed aforementioned opinions. NextExec does not provide financial, legal, personal or business advice.

Any Independent Sales Organization (ISO) and End User indemnify NextExec for all liabilities or losses incurred in connection with legal action or arbitration proceedings resulting from employment disputes, claims or disagreements whatsoever. Any ISO that provides access to NextExec to an End User that has not entered into a Mutual Arbitration of Claims or completed a Digital Document bundle contract with the ISO, is in direct breach of the terms of use of NextExec. Any Independent Sales Organization that utilizes NextExec indemnifies NextExec and The Brand Executives, Inc from any and all liability resulting from legal action put forth by any End User employed, contracted, or operating as an Independent salesperson at stated Independent Sales Organization.

18. RECOVERY OF COSTS & FEES

If NextExec via Brand Executives Inc, does take any legal action against you as a result of your violation of these Terms of Use, NextExec will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to NextExec. You agree that NextExec & Brand Executives, Inc. will not be liable to you or to any third party for termination of your access to the Program as a result of any violation of these Terms of Use.

19. CLASS ACTION WAIVER

WHERE PERMITTED UNDER THE APPLICABLE LAW, YOU AND NEXTEXEC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding

20. RELATIONSHIP OF PARTIES

You acknowledge that you are not legally affiliated with NextExec in any way, and no independent contractor, partnership, joint venture, or franchiser-franchisee relationship is intended or created by your use of the Service or these Terms of Use.  As such, you shall not have, or hold out to any third-party as having any authority to make any statements, representations or commitments of any kind, or to take any action, that shall be binding on NextExec, except as provided herein or authorized in writing by NextExec.  NextExec is not an employment service and does not serve as an employer of any End User. As such, End Users are solely responsible (and NextExec is not responsible), for any tax, withholding or reporting, including, but not limited to, unemployment insurance, social security or payroll withholding tax or income reporting in connection with any services provided by End Users. You understand and agree that if NextExec is found to be liable for any tax, withholding tax or reporting obligation in connection with any services provided or received by you, then you will immediately reimburse and indemnify NextExec for all costs, expenses and liabilities (including any interest and penalties) relating to the same.

21. WAIVER

The failure of either party to insist in any one or more cases upon the strict performance of any term, covenant, or condition of this Agreement will not be construed as a waiver of subsequent breach of the same or any other covenant, term, or condition; nor shall any delay or omission by either party to seek a remedy for any breach of this Agreement be deemed a waiver by either party of its remedies or rights with respect to such a breach.

22. SEVERABILITY

If any provision of this Agreement, or the application thereof to any person or circumstance, shall be held invalid or unenforceable under any applicable law, such invalidity or un-enforceability shall not affect any other provision of this Agreement that can be given effect without the invalid or unenforceable provision, or the application of such provision to other persons or circumstances, and, to this end, the provisions hereof are severable.

For questions regarding this End User Agreement, please contact: privacy@next-exec.com.

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