Exotool Terms of Service

Last updated: Oct 15, 2026

1. Introduction

a. These Terms of Service (the “Terms”) are a legal agreement between you (“Licensee” or “you” and its derivatives) and Exotool, LLC (“Exotool” or “we” and its derivatives). These Terms govern your use of Exotool’s website at https://exotool.com (the “Site”) and your access to and use of our application building platform (the “Platform”). Except where specifically noted below, all references to the Platform include the Site. References to “this Agreement” mean these Terms. Exotool’s Privacy Policy is incorporated by reference into these Terms and details how we collect, use, and protect information about individuals.

b. TO USE THE PLATFORM, YOU MUST BE 18 OR OLDER (or the age of majority in the jurisdiction from which you are accessing the Platform), OR BE 16 OR OLDER AND HAVE YOUR PARENT OR GUARDIAN’S CONSENT. If you are a parent or guardian agreeing to these Terms for your child, you are legally responsible for his or her use of the Platform. The Platform is not intended for anyone under 16, and individuals under 16 may not use the Platform.

c. By accessing or using the Platform, you represent and warrant that you have the legal right to do so, meet the age requirements in Section 1(b), and have the power to enter into a binding contract with us, either for yourself or on behalf of the entity on whose behalf you are using the Platform. YOU ARE REQUIRED TO AFFIRMATIVELY ACCEPT THESE TERMS WHEN INITIALLY SIGNING UP TO ACCESS THE PLATFORM.

d. These Terms do not apply to any third-party websites, services, and applications (“Third Party Services”) that you may access through the Platform, such as payment processors or messaging applications. We are not responsible for the content or practices of Third Party Services and provide links to Third Party Services only for the convenience of our users. We encourage you to carefully review the terms of service of any Third Party Service you access through the Platform.

e. SECTION 13 OF THESE TERMS REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES ARISING OUT OF THESE TERMS, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IF THERE IS SUCH A DISPUTE.

f. We may change these Terms at any time. When we do, we will post the revised Terms on this page, update the “Last updated” date above, and notify existing users by email to the address associated with their Account. Revised Terms take effect when they are posted. Your continued use of the Platform after the revised Terms are posted constitutes your acceptance of them and your agreement to comply with them. If you do not agree to the revised Terms, stop using the Platform and close your Account.

g. You may contact us by sending electronic mail to info@exotool.com, or by writing to us at 28 Old Rudnick Lane, Dover, Delaware 19901 with any questions you have about these Terms, the Platform, or our other services.

2. Platform License

a. License. Subject to these Terms, Exotool grants you a non-exclusive, non-transferable, non-sublicensable, limited, and revocable license to: (i) access and use the functionality of the Platform to build, host, and manage websites, applications, and other Internet-based services (each, an “Exotool Site”) that may be made available to members of the general public (each such individual accessing an Exotool Site, an “End User”); (ii) access, use, and make a reasonable number of copies of any written descriptions of the functionality, technical requirements, or use of the Platform (collectively, “Documentation”); and (iii) use any changes to the Platform made available to all Exotool clients at no additional cost (each, an “Update”) when each Update is made available. Updates are applied automatically to the Platform. Documentation is available at https://www.exotool.com/documentation\_wrapper.php.

b. Restrictions. Except as explicitly permitted in these Terms, you may not, directly or indirectly: (i) modify or create derivative works of the Platform; (ii) decompile, reverse engineer, or translate any portion of the Platform into human-readable form (except to the extent expressly allowed by applicable law); (iii) rent, lease, share, distribute, or sell the Platform to any third party, including on a service bureau or similar basis; (iv) remove, alter, or deface proprietary notices or marks in the Platform or Documentation; (v) disclose the results of testing or benchmarking of the Platform; (vi) circumvent or disable the Platform’s security, copyright protection, or license management mechanisms; (vii) interfere with the Platform’s operation; (viii) use the Platform to violate the law or the rights of any third party; or (ix) attempt to do any of the foregoing. Exotool may take any actions it deems reasonable, including denying access to Direct Users, suspending an Exotool Site, or suspending or terminating your Account or Subscription (as defined in Section 8(a)), for any breach of this Section 2(b).

c. Add-Ons. An “Add-On” is an optional Platform feature available for an additional fee. Add-Ons are not required for the proper functioning of the Platform, may be subject to additional terms, and may be added to an existing Subscription. Add-Ons may include integrations with Third Party Services. Where an Add-On has additional terms, you must accept those terms before accessing the Add-On.

3. Use of the Platform

a. Accounts. To access the Platform’s app creation and management tools, you must create an account (an “Account”). Every individual with such access is a “Direct User” (as opposed to End Users, who are visitors to Exotool Sites) and, unless the circumstances clearly indicate otherwise, all references to “you” in these Terms apply to Direct Users. When you create or update an Account, you must provide information that lets us contact you and, if you sign up for a Subscription, information needed to process payments through our third-party payment processors. All personal information that we collect in relation to your Account is subject to our Privacy Policy; information collected by a payment processor is subject to that processor’s own policies. You agree to keep all Account information accurate, current, and complete for so long as you use the Platform.

b. Security. Each Direct User must establish login credentials to access the Platform and is responsible for maintaining the confidentiality of those credentials. You must immediately inform Exotool of any suspected unauthorized use of the Platform. Exotool will not be liable for any loss or damage arising from a failure to safeguard Account credentials or from unauthorized use of such credentials.

c. Acceptable Use. In addition to the restrictions set forth in Section 2(b), you and your Direct Users may not use the Platform in any way that does not comply with the Acceptable Use Policy in Section 14.

d. Compliance with Laws. You are solely responsible for ensuring that your Account, your Exotool Sites, and the way you and your End Users use them comply with all laws and regulations of every jurisdiction in which your Exotool Sites are offered, accessed, or used, including consumer-protection, privacy, tax, licensing, accessibility, and content laws. Exotool does not advise on, and does not warrant, the legality of any Exotool Site in any jurisdiction.

4. Exotool Obligations

a. Availability. Exotool will use commercially reasonable efforts to make the Platform available at all times, except for scheduled downtime and any unavailability caused by events beyond our reasonable control, such as fires, natural disasters, government actions, civil unrest, Internet service provider failures or delays, or denial of service attacks that would not be stopped by the use of standard security measures.

b. Security. Exotool will employ industry-standard technical, logical, and physical security measures and practices for the Platform and any Exotool systems on which Direct User Content (as defined in Section 5(a)) is stored or processed, designed to preserve the security and integrity of, and prevent unauthorized access to, the Platform, Exotool Sites, and Direct User Content.

c. Support. Exotool will provide all Updates to the Platform and any Add-Ons applicable to your Account as and when they become available. Online documentation is available at all times at https://www.exotool.com/documentation\_wrapper.php. Direct Users with Subscriptions also have access to email support at support@exotool.com. Support personnel respond to emails during normal business hours (weekdays, 9 a.m. to 7 p.m. Eastern Time).

5. Exotool Sites, Direct User Content, and Personal Data

a. General. You are responsible for all text, images, photographs, and other materials provided or uploaded to the Platform or Site by you or by Direct Users associated with your Account (“Direct User Content”). Direct User Content includes all content of Exotool Sites, the design and workflow of an Exotool Site, all data generated by or submitted to an Exotool Site (including information relating to End Users), and any comments, reviews, responses, or other information posted in any user forums or the equivalent. AS BETWEEN YOU AND EXOTOOL, YOU ARE SOLELY RESPONSIBLE FOR ALL CONTENT, OPERATION, AND MANAGEMENT OF ANY EXOTOOL SITE OR OTHER DIRECT USER CONTENT TO WHICH YOU HAVE ACCESS (INCLUDING DIRECT USER CONTENT PRODUCED BY OTHERS OPERATING ON YOUR BEHALF, SUCH AS WHERE MULTIPLE DIRECT USERS HAVE ACCESS TO A SINGLE EXOTOOL SITE), AND YOU AGREE TO INDEMNIFY EXOTOOL FOR ANY CLAIMS, DAMAGES, COSTS, AND LIABILITIES ARISING FROM SUCH EXOTOOL SITE OR CONTENT. For each piece of Direct User Content that you submit, you represent and warrant that: (i) you have the right to submit the Direct User Content to the Platform and to grant the license set forth in Section 5(d); (ii) if payment is required to any third party for the display of licensed Direct User Content, you are solely responsible for all such payments and will indemnify Exotool against any third party seeking license or other payments related to Direct User Content from Exotool; (iii) the Direct User Content does not infringe, violate, or misappropriate any third party’s rights, including copyrights, trademarks, other intellectual property rights, and privacy rights; and (iv) the Direct User Content complies with these Terms, the Acceptable Use Policy, and all applicable laws.

NO RESPONSIBILITY OF EXOTOOL FOR EXOTOOL SITES. EXOTOOL PROVIDES ONLY THE TOOLS AND SERVICES YOU USE TO BUILD AND RUN YOUR EXOTOOL SITES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT FOR EXOTOOL’S EXPRESS OBLIGATIONS UNDER SECTIONS 4 AND 5(f), EXOTOOL HAS NO RESPONSIBILITY OR LIABILITY OF ANY KIND FOR: (i) ANY EXOTOOL SITE, INCLUDING ITS DESIGN, CONTENT, DATA, FUNCTIONALITY, ACCURACY, AVAILABILITY, SECURITY SETTINGS, OR COMPLIANCE WITH LAW; (ii) ANY PRODUCTS, SERVICES, OR INFORMATION OFFERED THROUGH AN EXOTOOL SITE; (iii) HOW, WHY, AND BY WHOM AN EXOTOOL SITE IS DEPLOYED OR USED, INCLUDING ANY USE BY YOU, YOUR END USERS, OR ANY OTHER PERSON, WHETHER AUTHORIZED, UNAUTHORIZED, IMPROPER, OR UNLAWFUL; (iv) ANY DECISION MADE, ACTION TAKEN, OR RELIANCE PLACED ON AN EXOTOOL SITE OR ITS OUTPUT; (v) THE CONDUCT OF ANY END USER TOWARD YOU, OTHER END USERS, OR ANY THIRD PARTY, WHETHER ONLINE OR OFFLINE; OR (vi) ANY PERSONAL INJURY, DEATH, PROPERTY DAMAGE, FINANCIAL LOSS, OR OTHER HARM ARISING FROM THE USE OF, OR INABILITY TO USE, AN EXOTOOL SITE. YOU ALONE DECIDE WHETHER THE PLATFORM IS SUITABLE FOR YOUR INTENDED USE. THE PLATFORM IS NOT DESIGNED OR INTENDED FOR USE IN ANY SITUATION WHERE ITS FAILURE OR ERROR COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL, PROPERTY, OR ENVIRONMENTAL DAMAGE, AND IF YOU USE IT, OR ALLOW IT TO BE USED, IN ANY SUCH SITUATION, YOU DO SO ENTIRELY AT YOUR OWN RISK. EXOTOOL DOES NOT OPERATE, CONTROL, MONITOR, OR ENDORSE ANY EXOTOOL SITE, AND IS NOT A PARTY TO ANY AGREEMENT, TRANSACTION, OR COMMUNICATION BETWEEN YOU AND YOUR END USERS OR ANY OTHER THIRD PARTY. EXOTOOL OWES NO DUTY TO YOUR END USERS, AND NOTHING IN THESE TERMS CREATES ANY RIGHT OR REMEDY FOR ANY END USER OR OTHER THIRD PARTY AGAINST EXOTOOL. YOU ARE SOLELY RESPONSIBLE FOR RESPONDING TO AND RESOLVING ANY COMPLAINT, CLAIM, OR DISPUTE BY AN END USER OR OTHER THIRD PARTY RELATING TO YOUR EXOTOOL SITE, AND YOU WILL NOT STATE OR IMPLY TO ANY PERSON THAT EXOTOOL IS RESPONSIBLE FOR, OR IS THE PROVIDER OF, YOUR EXOTOOL SITE.

b. End User Content, Exotool Site Terms, and Privacy Policies. If End Users are allowed to post content on an Exotool Site, such content will be deemed Direct User Content of the Direct User(s) who own the Account(s) associated with that Exotool Site. Each Exotool Site must include terms of use that are at least as protective of Exotool as these Terms, and that grant the controller of the Exotool Site the same rights with respect to removal and treatment of End User content that Exotool has with respect to Direct User Content under these Terms, including Sections 2(b), 3(c), 5(c), 5(e), and 14. Those terms must identify you, and not Exotool, as the provider of the Exotool Site. If an Exotool Site collects any personal information from End Users, you must post a privacy policy on that Exotool Site that accurately describes your collection, use, and disclosure of that information and complies with applicable law.

c. Review and Removal of Content. Exotool is not required to review Direct User Content, but may determine, in its sole discretion, that certain Direct User Content violates these Terms. We may remove such content, suspend your Account, suspend access to the applicable Exotool Site, or take any other steps that we deem appropriate in such case. Where applicable, Exotool may still collect Subscription Fees from suspended Accounts. Exotool does not guarantee the accuracy, reliability, or quality of Direct User Content. You acknowledge that by using the Platform or by visiting an Exotool Site, you may be exposed to content that you may consider offensive, indecent, or objectionable. If you believe that any content on the Platform infringes a third party’s copyright, trademark, or other intellectual property right, you may report the infringement as set forth in Section 12.

d. License to Exotool. By posting, displaying, sharing, or distributing Direct User Content on or through the Platform, you grant Exotool, its affiliates, and any applicable Third Party Services a non-exclusive license to use such Direct User Content during the Term (as defined in Section 10(a)) and any archive period under Section 10(e), solely for the purpose of operating the Platform and providing related services. Exotool acquires no rights in Direct User Content except for the limited license set forth above.

e. Compliance and Preservation. Exotool may access, preserve, and disclose Account information and Direct User Content if Exotool is required to do so by applicable law or if we believe in good faith that such access, preservation, or disclosure is reasonably necessary to (i) comply with legal process, (ii) enforce these Terms, (iii) respond to claims that any Direct User Content violates the rights of third parties, including under Section 12, (iv) respond to your requests for customer service, or (v) protect the rights, property, or personal safety of the Platform, Exotool, our employees, directors, officers, partners, and agents, or members of the public.

f. Personal Data; Roles of the Parties. As between you and Exotool, you are the controller (or “business,” as that term is used in applicable U.S. state privacy laws) of any personal information about End Users that is collected by, submitted to, or stored in your Exotool Sites (“End User Personal Data”), and Exotool is a processor (or “service provider”) that processes End User Personal Data on your behalf. Your documented instructions to Exotool consist of these Terms and your use and configuration of the Platform. With respect to End User Personal Data, Exotool will:

1. process it only to provide, secure, maintain, and support the Platform, to comply with your instructions, and as required by applicable law;

2. not sell or share it, or use it for its own purposes, except to create Usage Information that does not identify any individual, as described in Section 6(c);

3. ensure that its personnel and contractors who have access to it are bound by appropriate confidentiality obligations;

4. maintain the security measures described in Section 4(b);

5. notify you without undue delay after becoming aware of a breach of security leading to unauthorized access to, or disclosure of, End User Personal Data;

6. taking into account the nature of the processing, provide you with reasonable assistance in responding to End User requests to exercise their rights under applicable data protection laws;

7. engage other processors (including hosting providers and Third Party Services) only where they are bound by data protection obligations no less protective than this Section 5(f); and

8. retain and delete it in accordance with Section 10(e), unless longer retention is required by law.

You are responsible for having a lawful basis to collect and process End User Personal Data, for providing all notices and obtaining all consents required by applicable law, and for responding to End User requests.

6. Ownership

a. Platform. Aside from the limited license granted to you in Section 2(a), Exotool retains all right, title, and interest in and to the Platform, Documentation, and all Updates.

b. Direct User Content. Except for the limited license granted in Section 5(d), as between the parties, you retain all right, title, and interest in and to your Direct User Content.

c. Usage Information. Exotool owns all data regarding installation, registration, and use of the Platform, and related to Platform performance, including response times, load averages, usage statistics, and activity logs (collectively, “Usage Information”). Usage Information includes information about Exotool Sites. Usage Information does not include any personally identifiable information or End User Personal Data, but may include aggregated information derived from Direct User Content that does not identify any individual. Exotool uses Usage Information to contribute to its analytical models, to monitor and improve the Platform, and to perform its obligations under these Terms.

d. Marks. You and Exotool each retain all right, title, and interest in and to your respective trademarks, service marks, logos, names, branding, and equivalent identifiers (“Marks”). You grant Exotool a limited, non-exclusive, non-transferable, sublicensable right to use your Marks on the Platform, as otherwise required to fulfill its obligations under these Terms, and for attribution as set forth in Section 15(e), consistent with your standard guidelines regarding the use of your Marks. You may not use Exotool Marks for any purpose, including in a way that suggests you are endorsed by or associated with Exotool other than as a customer, or in connection with the marketing of your Exotool Sites or other services related to Exotool. All permitted use of a party’s Marks will inure to the benefit of the owning party.

e. Feedback. Any feedback, comments, or suggestions you provide regarding Exotool, the Platform, or our other services (“Feedback”) is entirely voluntary, and you grant Exotool a perpetual, irrevocable, royalty-free right and license to use all Feedback in any lawful manner, without any obligation to you.

7. Third Party Material

a. Third Party Services. You are responsible for complying with the terms of use of all Third Party Services applicable to your use of the Platform. Exotool is not responsible for the performance of Third Party Services. Exotool will maintain compatibility of the Platform with Third Party Services accessed through the standard features of the Platform or Add-Ons as part of the support described in Section 4(c).

b. Third Party Content. Exotool may make content from third parties, including data provided by Third Party Services (“Third Party Content”), available through the Platform. Exotool is not responsible for the accuracy or completeness of Third Party Content. If Exotool is required to remove Third Party Content, or is notified that certain Third Party Content may violate applicable law or third-party rights, Exotool may remove it without notice.

c. Open Source Software. Certain items of code provided with or accessed through the Platform are subject to “open source” or “free software” licenses (“Open Source Software”). Open Source Software is not subject to these Terms, except for this Section 7(c) and Section 11. Instead, each item of Open Source Software is licensed under the terms of the license that accompanies it.

8. Fees, Free Plan, and Subscriptions

a. Free Plan and Subscriptions. You do not need to pay to access the Platform. Exotool offers a free access plan (the “Free Plan”) and paid access plans that unlock additional features or capacity (each, a “Subscription”). The Free Plan does not require a credit card or any other payment method; you only need to provide a valid email address. Plan levels, features, limits, and pricing are shown on the Site and at sign-up. Fees for Subscriptions (“Subscription Fees”) are billed monthly and are due in advance for each monthly billing period, with the initial payment due when you add a Subscription to your Account (the “Subscription Start Date”). All Subscription Fees and other payments or credits related to your Account will be made in accordance with the charges and billing terms in effect when such payment is due or funds are received. You must provide a valid credit card or other payment method that we accept (“Payment Provider”) before starting a Subscription. You will promptly update your Account if there is any change to your payment information. Your Payment Provider agreement, and not these Terms, governs your use of the designated credit card or online transaction account. By providing your payment information, you agree that we may charge you for all fees when they become due without additional notice or consent. We may change our fees and billing practices by posting notice of the change on the Site or notifying you within the Platform, provided that any change will not affect fees you have already prepaid.

b. Automatic Renewal. Subscriptions automatically renew for successive monthly billing periods at the rates then in effect until cancelled as set forth in Section 8(c). By subscribing, you authorize us to charge your Payment Provider at the beginning of each billing period. If we do not receive payment from your Payment Provider upon renewal, you must pay all amounts due on your Account within fifteen (15) days of the date payment was due, or we may terminate your Subscription.

c. Cancellation. You may cancel a Subscription at any time from the “Plans and Billing Information” section of your Account page. You may also cancel by emailing support@exotool.com. Cancellation takes effect at the end of the then-current billing period. You will keep access to paid features until that date, after which paid features, including connection with any custom domain you have set up, will no longer be available. Subscription Fees are not refunded or credited for partial billing periods.

d. Taxes. “Sales Tax” means any sales or use tax, and any equivalent tax measured by sales proceeds, that we are required to pass through to our customers. Sales Tax is automatically calculated and added to all orders where applicable. All payments to us will be made free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to us will be your sole responsibility.

e. Payment Services. We use third-party payment processors for payment services (e.g., card acceptance, merchant settlement, and related services). When you pay for a Subscription, your payment information is collected and processed by those processors under their own terms of service and privacy policies, and you authorize us and them to share any information and payment instructions you provide with your Payment Provider and any other Third Party Service provider(s) solely as required to complete your transactions.

9. Confidential Information

a. General. “Confidential Information” means non-public or proprietary information in any form disclosed by or on behalf of either party that (i) is marked or identified as “confidential” or with a similar designation, or (ii) by its nature or the circumstances of its disclosure ought reasonably to be treated as confidential. The Platform, Documentation, and Usage Information are Exotool Confidential Information. Each party may have access to the other party’s Confidential Information as a result of these Terms. Confidential Information is the sole property of the disclosing party.

b. Use. Each party will: (i) use the other party’s Confidential Information only to fulfill its obligations under these Terms; (ii) provide access to Confidential Information only on an “as-needed” basis to its personnel, agents, and consultants who are bound by obligations materially similar to this Section 9(b); and (iii) protect Confidential Information using methods at least as protective as it uses to protect its own information of a similar nature, and in no event with less than a reasonable degree of care. The obligations in this Section 9(b) apply during the Term and for three (3) years after it, except for Confidential Information that is a trade secret, for which the obligations remain in effect as long as the trade secret is maintained.

c. Exceptions. Confidential Information does not include information that: (i) is publicly available when disclosed or becomes publicly available without fault of the recipient after disclosure; (ii) is rightfully learned by the recipient from entities not bound to keep it confidential; (iii) is independently developed by the recipient; or (iv) is approved for unrestricted disclosure by the disclosing party. In addition, a recipient may disclose the other party’s Confidential Information as required by court order or applicable law, provided that, to the extent legally permissible, the recipient promptly notifies the other party of the requirement and cooperates with the other party’s reasonable efforts, at the other party’s expense, to prevent or limit the scope of the disclosure.

10. Term and Termination

a. Term. These Terms remain in effect for as long as you access the Site or use the Platform (the “Term”).

b. Termination by Exotool. If timely payment cannot be charged to your Payment Provider for any reason; if you have materially breached any provision of these Terms; if your Account or any Exotool Site is used by you or by anyone else, with or without your knowledge, for any activity that is illegal, that violates Section 14, or that Exotool in its sole judgment considers unethical or harmful to others or to Exotool’s reputation, or if Exotool reasonably suspects such use; if a court, regulator, or other government authority orders or requests it; or if we are required to do so by law (e.g., where providing the Platform becomes unlawful), we may, immediately and without notice, suspend or terminate your Account and suspend, disable, or delete any or all of your Exotool Sites. We will not be liable to you or any third party for any such termination, except that, if we stop offering the Platform because the law requires it, we will refund any prepaid Subscription Fees for the remainder of the then-current billing period within thirty (30) days of the date of termination.

c. Termination by You. You may cancel a Subscription as set forth in Section 8(c), and you may close your Account at any time by contacting support@exotool.com. After your Account is closed, these Terms will no longer apply to you, except to the extent you continue to access the Site and except for the provisions listed in Section 10(d).

d. Effect of Termination; Survival. Upon expiration or termination of these Terms for any reason, the rights and licenses granted under these Terms will immediately terminate, except that the license in Section 5(d) continues during any archive period under Section 10(e). Sections 5(a) (as to indemnification), 5(f), 6, 8 (as to amounts accrued before termination), 9, 10(d), 10(e), and 11 through 15 will survive expiration or termination for any reason.

e. Data After Termination. When your Account is closed or terminated, your Exotool Sites will no longer be available to End Users. Exotool will retain your Direct User Content, including data submitted to your Exotool Sites, in an archive for one (1) year from the date of closure or termination, after which Exotool will delete it, unless longer retention is required by law.

11. Disclaimer; Limitation of Liability; Indemnification

a. WARRANTY. THE PLATFORM IS PROVIDED “AS IS” WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND. EXOTOOL MAKES NO PROMISES, REPRESENTATIONS, OR WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PLATFORM, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, EXOTOOL DOES NOT WARRANT OR GUARANTEE THAT THE PLATFORM, ANY EXOTOOL SITE, OR ANY CODE, API, DATA SCHEMA, OR OTHER OUTPUT GENERATED BY THE PLATFORM (INCLUDING OUTPUT PRODUCED USING ARTIFICIAL INTELLIGENCE) WILL: (i) WORK PROPERLY, AS INTENDED, OR AS DESCRIBED IN THE DOCUMENTATION; (ii) BE FREE OF BUGS, ERRORS, DEFECTS, OR VULNERABILITIES; (iii) BE AVAILABLE, UNINTERRUPTED, TIMELY, OR SECURE; (iv) BE COMPATIBLE WITH ANY DEVICE, BROWSER, OPERATING SYSTEM, HOSTING ENVIRONMENT, OR THIRD PARTY SERVICE; OR (v) MEET YOUR REQUIREMENTS OR THOSE OF YOUR END USERS; OR THAT ANY BUG, ERROR, OR DEFECT WILL BE CORRECTED. EXOTOOL DOES NOT GUARANTEE THAT ANY DATA, INCLUDING DIRECT USER CONTENT AND DATA SUBMITTED TO EXOTOOL SITES, WILL BE CORRECTLY SAVED, STORED, PROCESSED, RETRIEVED, OR RETAINED, OR THAT IT WILL NOT BE LOST, CORRUPTED, OR ALTERED, INCLUDING DURING ANY ARCHIVE PERIOD UNDER SECTION 10(e). TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXOTOOL WILL HAVE NO LIABILITY FOR ANY SUCH FAILURE, LOSS, CORRUPTION, OR ALTERATION. YOU ARE SOLELY RESPONSIBLE FOR TESTING YOUR EXOTOOL SITES BEFORE MAKING THEM AVAILABLE TO END USERS AND FOR MAINTAINING YOUR OWN BACKUP COPIES OF ANY DATA YOU WISH TO PRESERVE.

b. LIMITATION OF LIABILITY. EXCEPT IN THE CASE OF GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY, IN NO EVENT WILL (i) EXOTOOL’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE GREATER OF ONE HUNDRED DOLLARS (US $100) OR THE TOTAL FEES YOU PAID TO EXOTOOL IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (ii) EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

c. INDEMNIFICATION. You will indemnify, defend, and hold Exotool harmless from any claim, action, suit, or proceeding made or brought against Exotool arising out of or related to (i) your breach of any term of these Terms, or (ii) Direct User Content.

12. Infringement

a. General. Exotool respects the intellectual property rights of others and expects our users to do the same. If you are a copyright owner and believe a user of the Platform or operator of an Exotool Site is infringing your copyright or the copyright of any third party, please notify our designated copyright agent in writing at legal@exotool.com or 28 Old Rudnick Lane, Dover, Delaware 19901.

b. Notice Requirements. Each notification must include: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of the right that is allegedly infringed; (ii) a description of the work claimed to have been infringed or, if multiple works are covered by a single notification, a representative list of such works; (iii) identification of the material claimed to be infringing, and information reasonably sufficient to permit Exotool to locate the material; (iv) information reasonably sufficient to permit Exotool to contact you, such as an address, telephone number, and email address; (v) a written statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement, made under penalty of perjury, that the information in the notification is accurate and that you are the copyright owner or authorized to act on the owner’s behalf.

c. Trademarks. You may use the process above to inform us of potential or suspected violations of other intellectual property rights, including unauthorized use of trademarked material.

d. Rights and Remedies. We may remove Direct User Content and other content on the Platform alleged to be infringing, and may terminate the right to use the Platform of any Direct User who infringes the intellectual property rights of another person or entity, in each case without prior notice and in our sole discretion.

13. Dispute Resolution

a. Governing Law. These Terms, for all purposes, will be governed by and interpreted according to the laws of the State of Delaware, without giving effect to its conflict of laws provisions that would require a different result.

b. Arbitration. Any dispute that may not be brought in small claims court will be resolved by binding and confidential arbitration conducted in the English language before a single arbitrator of the American Arbitration Association (“AAA”), under the AAA’s Consumer Arbitration Rules then in effect (the “Rules”). The arbitration will take place in the State of Delaware or, at your election, in the county where you reside or by video conference.

i. YOU ARE GIVING UP YOUR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY FOR ANY DISPUTE ARISING UNDER THESE TERMS, EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT. YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY. YOU ARE ENTITLED TO A FAIR HEARING, BUT THE ARBITRATION PROCEDURES ARE SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. ARBITRATOR DECISIONS ARE AS ENFORCEABLE AS ANY COURT ORDER AND ARE SUBJECT TO VERY LIMITED REVIEW BY A COURT.

ii. ANY CLAIMS BROUGHT BY EITHER PARTY MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF.

iii. You have the right to opt out of this Section 13(b) (the “Arbitration Agreement”) by sending written notice of your decision to opt out to legal@exotool.com or 28 Old Rudnick Lane, Dover, Delaware 19901 within thirty (30) days after first becoming subject to the Arbitration Agreement. Your notice must include your name and address, your Account username (if any), the email address you used to set up your Account (if you have one), and an unequivocal statement that you want to opt out of the Arbitration Agreement. If you opt out, all other parts of these Terms will continue to apply to you.

iv. Any arbitration award will be final and binding on the parties without appeal or review, except as permitted by Delaware law or United States federal law. Payment of all filing, administration, and arbitrator fees will be governed by the Rules. Each party will bear its own attorneys’ fees and costs, except as the Rules or applicable law provide otherwise.

v. Notwithstanding the foregoing, (1) either party may bring an individual action in small claims court, and (2) claims of (A) defamation, (B) violation of the Computer Fraud and Abuse Act, or (C) infringement or misappropriation of the other party’s intellectual property rights may be brought exclusively in the state or federal courts located in the State of Delaware. The parties agree to submit to the exclusive personal jurisdiction of those courts for such purpose. A request for equitable relief will not be deemed a waiver of the right to arbitrate.

c. Enforceability. With the exception of Section 13(b)(ii), if any part of Section 13(b) is found to be invalid or unenforceable for any reason, the balance of Section 13(b) will remain in effect. If, however, Section 13(b)(ii) is found to be invalid or unenforceable for any reason, or we receive a valid opt-out notice from you under Section 13(b)(iii), then Section 13(b) will be null and void, neither party will be entitled to arbitration, and any claims relating to these Terms or the Platform will be brought exclusively in a state or federal court located in the State of Delaware.

14. Acceptable Use Policy

This Acceptable Use Policy (this “Policy”) describes prohibited uses of the services offered by Exotool, LLC and its affiliates. The cases described in this Policy are not exhaustive. Exotool may modify this Policy at any time as set forth in Section 1(f). If this Policy is violated through your Account or any of your Exotool Sites, by you or by anyone else, or if Exotool reasonably suspects that it is, or if a court or government authority orders or requests it, we may suspend or terminate your use of the Platform, suspend, disable, or delete your Exotool Sites, remove content, and close your Account, immediately and without notice.

a. No Illegal, Harmful, or Offensive Use or Content. You may not use, or encourage, promote, facilitate, or instruct others to use, the Platform for any illegal, harmful, fraudulent, infringing, or offensive use. Prohibited activities or content include:

Illegal, harmful, or fraudulent activities: any activities that are illegal, that violate the rights of others, or that may be harmful to others, our operations, or our reputation, including disseminating, promoting, or facilitating child sexual abuse material; offering or disseminating fraudulent goods, services, schemes, or promotions; make-money-fast schemes; Ponzi and pyramid schemes; phishing; or pharming.
Infringing content: content that infringes or misappropriates the intellectual property or proprietary rights of others.
Offensive content: content that is defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable, including content that constitutes child sexual abuse material, relates to bestiality, or depicts non-consensual sex acts.
Harmful content: content or other computer technology that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, including viruses, Trojan horses, worms, time bombs, or cancelbots.

b. No Security Violations. You may not use the Platform to violate the security or integrity of any network, computer or communications system, software application, or network or computing device (each, a “System”). Prohibited activities include:

Unauthorized access: accessing or using any System without permission, including attempting to probe, scan, or test the vulnerability of a System or to breach any security or authentication measures used by a System.
Interception: monitoring data or traffic on a System without permission.
Falsification of origin: forging TCP/IP packet headers, email headers, or any part of a message describing its origin or route. The legitimate use of aliases and anonymous remailers is not prohibited by this provision.

c. No Network Abuse. You may not make network connections to any users, hosts, or networks unless you have permission to communicate with them. Prohibited activities include:

Monitoring or crawling: monitoring or crawling a System in a way that impairs or disrupts the System being monitored or crawled.
Denial of service: inundating a target with communications requests so that the target either cannot respond to legitimate traffic or responds so slowly that it becomes ineffective.
Intentional interference: interfering with the proper functioning of any System, including any deliberate attempt to overload a System by mail bombing, news bombing, broadcast attacks, or flooding techniques.
Operation of certain network services: operating network services such as open proxies, open mail relays, or open recursive domain name servers.
Avoiding system restrictions: using manual or electronic means to avoid any use limitations placed on a System, such as access and storage restrictions.

d. No Email or Other Message Abuse. You will not distribute, publish, send, or facilitate the sending of unsolicited mass email or other messages, promotions, advertising, or solicitations (“spam”), including commercial advertising and informational announcements. You will not collect replies to messages sent from another Internet service provider if those messages violate this Policy or the acceptable use policy of that provider.

e. Monitoring and Enforcement. We reserve the right, but do not assume the obligation, to investigate any violation of this Policy or misuse of the Platform, and to remove, disable access to, or modify any content or resource that violates this Policy or these Terms. We may report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Our reporting may include disclosing appropriate customer information. We may also cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of this Policy.

f. Reporting Violations. If you become aware of any violation of this Policy, you will immediately notify us and provide us with assistance to stop the violation. To report a violation of this Policy, please email legal@exotool.com.

15. Miscellaneous

a. Assignment. You may not assign these Terms or any rights or obligations under them without Exotool’s prior written consent. Subject to the foregoing, these Terms will inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. Any attempted assignment in violation of this Section 15(a) will be null and void.

b. Export Regulations. The Platform may be subject to the export laws and regulations of the United States and other jurisdictions. You represent that you are not named on any U.S. government denied-party or restricted-party list, and that you are not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions. You will not permit Direct Users to access or use the Platform in any such country or region or in violation of any U.S. export law or regulation.

c. U.S. Government Restricted Rights. Exotool provides the Platform, including related software and technology, for ultimate federal government end use solely in accordance with the following: government technical data and software rights related to the Platform include only those rights customarily provided to the public as defined in these Terms. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFARS 252.227-7015 (Technical Data – Commercial Items) and DFARS 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency needs rights not conveyed under these Terms, it must negotiate with Exotool to determine whether there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.

d. Severability. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the remaining provisions will remain in full force and effect.

e. Attribution. We may identify you as a client in standard marketing materials, including the customer page of the Site.

f. Waiver. The waiver of a breach of any term of these Terms will in no way be construed as a waiver of any other term or breach.

g. Entire Agreement; Modification. These Terms are the entire understanding of the parties with respect to their subject matter and supersede any previous or contemporaneous communications, whether oral or written. These Terms may be modified as set forth in Section 1(f) or in a writing signed by both parties.

h. Headings and Interpretation. Headings in these Terms are for reference only and do not affect the parties’ rights and obligations. As used in these Terms, “may” means “has the right, but not the obligation, to”; “includes” and its variations mean “includes, but is not limited to”; and “days” means calendar days, provided that obligations that would be due on a weekend or holiday will be due on the next business day following such weekend or holiday.

BY CHECKING THE “I AGREE” BOX WHEN YOU SIGN UP, YOU ARE INDICATING THAT YOU HAVE READ AND CONSENT TO BE BOUND BY THESE TERMS. IF YOU HAVE NOT READ THESE TERMS, OR YOU DO NOT AGREE TO BE LEGALLY BOUND BY THEM, DO NOT CHECK THE BOX AND DO NOT USE THE PLATFORM.