SUBSCRIPTION AND PAYMENT TERMS
These Subscription and Payment Terms (“Subscription Terms”) govern all purchases, including, but not limited to, all subscriptions purchased or renewed through www.execlex.com (the “Site”) provided by ExecLex Inc. (“Provider,” “we,” or “us”). By clicking “Agree and Pay,” “Subscribe,” or similar, entering a payment method, or using the subscribed Services, you (“Subscriber,” “you,” or “your”) agree to these Subscription Terms and the www.execlex.com/terms-of-use (“Terms of Use”). Capitalized terms not defined here have the meanings in the Terms of Use. If there is a conflict between these Subscription Terms and the Terms of Use regarding fees, billing, payment, renewals, or dispute resolution, these Subscription Terms control.
1. Subscription Term; Automatic Renewal
1.1. Term. The subscription for the Services commences on the date you first submit payment (the “Effective Date”) and automatically renews each annual anniversary thereafter for successive one-year periods (each, a “Term”) unless terminated as provided herein.
1.2. Automatic Renewal. The subscription renews automatically on each anniversary of the Effective Date for an additional one-year Term unless either party gives written non-renewal notice at least 30 days before the renewal date. You can submit non-renewal through your account settings or by emailing support@execlex.com.
1.3. Definitions and Interpretations.
- “Account” means an account or domain created by or on behalf of You within the Services.
- “Content” means files, materials, data, text, audio, video, images, or other content that either You upload or that is upload for you to Your Account.
- “Order Form” means Our then-current standard form (including online form for purchases) setting forth Services quantities, pricing, fees, and payment terms.
- “Services” means all services ordered under Your Order Form(s) at execlex.com/[INSERT URL], as may be further described in Our product specific terms or other terms, provided that any such updates will only apply to You from the earlier of i. the date of signing of a new agreement with Us, ii. the date of renewal of the Subscription Term, or, iii. solely for the purposes of overage billing, the date the overage occurs. The Services includes your Account access.
- “Subscription Term” means the one-year period beginning on the Effective Date (or, if specified in an order or checkout confirmation, the Subscription Start Date) during which the Subscriber is authorized to access and use the Services, together with each successive one-year renewal period commencing on the anniversary of that date, unless earlier terminated in accordance with this Agreement.
2. Fees; Price Adjustments; No Refunds
2.1. Annual Fee. You agree to pay the annual subscription fees of the applicable Order Form in advance for each Term. No refunds are provided after payment of any initial purchase of the Services or an annual renewal of the Services.
2.2. Price Adjustments. We may increase fees effective upon renewal by providing at least 60 days’ prior written notice (e.g., email or in-product notice). Your continued use after the renewal date constitutes acceptance of the new fees.
2.3. Ancillary Services. You agree to pay for any additional services, add-ons, usage-based charges, or professional services you request or incur during a Term (“Ancillary Services”) at our then-current rates unless otherwise agreed in writing.
3. Payment Authorization; Card on File; Billing; Taxes
3.1. Stored Credentials and Recurring Charges. By entering a credit/debit card or other payment method (“Payment Method”), you authorize Provider and its payment processors to store your Payment Method and to automatically charge it for: (a) the annual subscription fee on the Effective Date and each renewal date; and (b) fees for Ancillary Services as incurred or as otherwise communicated. Charges may be recurring and amounts may vary due to price adjustments, taxes, or Ancillary Services.
3.2. Invoicing Alternative. If any amount is not charged to a Payment Method, we may invoice you. Invoices are due as of the invoice date. Late amounts accrue interest after 30 days unpaid after the invoice date at 2% per month or the maximum rate allowed by law, whichever is lower.
3.3. No Chargebacks on Valid Charges. You agree not to challenge, dispute, or initiate chargebacks for charges validly authorized under these Subscription Terms. If you initiate a chargeback or reversal for a valid charge, you will reimburse us for all related costs, fees, and expenses (including reasonable attorneys’ fees) incurred to contest or reverse it.
3.4. Declines; Suspension; Cure. If a charge is declined or an invoice remains unpaid, we may immediately suspend access to the Services until payment is received. After 10 days of an uncured charge that is declined or invoice that is unpaid, we may permanently terminate the Services.
3.5. Taxes. Fees are exclusive of taxes. You are responsible for all applicable sales, use, VAT/GST, and similar taxes, duties, and charges (excluding taxes on our income).
3.6. Information Maintenance. You agree to keep your account profile, contact details, billing address, and Payment Method current and accurate and authorize us to obtain updated information from your card issuer or network when available.
4. Termination; Effect; Data Access
4.1. Termination for Convenience. Either party may terminate effective at the end of the then-current Term by providing at least 30 days’ prior written notice. No refunds are provided for partial Terms.
4.2. Termination for Cause. We may terminate immediately upon written notice if you fail to pay undisputed amounts and do not cure within 10 days after notice, or for your other material breach that remains uncured 30 days after written notice. You may terminate for our material breach that remains uncured 30 days after written notice.
4.3. Effect of Termination. Upon termination or non-renewal, your access to the Services, Account, and Content permanently ceases immediately. You must pay all fees accrued and owed through the effective date of termination. No refunds are provided for prepaid fees.
4.4. Data Access Post-Termination or Expiration. Upon termination or expiration of the Services (or suspension for nonpayment or other breach), your access to the Services, Account, and Content will cease immediately. If you do not cure the issue or reinstate your account within 30 days, we will permanently delete your Content and may irreversibly purge it from our systems and backups, except to the extent retention is required by law. You are responsible for exporting any content you wish to retain prior to this 30-day period.
5. Use, Suspension, and Compliance
We may suspend the Services if: (a) there is non-payment; (b) your use poses a security, integrity, or availability risk; or (c) your use violates these Subscription Terms or the Terms of Use. You will use the Services in compliance with applicable laws and the Terms of Use.
6. Governing Law; Arbitration; Venue; Attorneys’ Fees
6.1. Governing Law. These Subscription Terms and any dispute, claim, or controversy arising out of or relating to them, the Services, or the parties’ relationship (contract, tort, statute, or otherwise) are governed by Utah law, without regard to conflicts of law principles.
6.2. Mandatory Arbitration in Utah. (a) Scope. Any dispute, claim, or controversy arising out of or relating to these Subscription Terms, the Terms of Use, the Services, billing or payments, or the parties’ relationship—including the validity, enforceability, or scope of this arbitration clause—will be resolved exclusively by binding arbitration. (b) Rules; Seat. Arbitration will be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules before a single arbitrator. The seat and venue of arbitration will be Salt Lake County, Utah, and the arbitration will be conducted in English. (c) Relief; Award. The arbitrator may award any relief available in court, subject to the limitations in these Subscription Terms. The award is final and binding, and judgment may be entered in any court of competent jurisdiction. (d) Confidentiality. The proceedings, filings, and award are confidential except as needed to enforce or challenge the award or as required by law. (e) Class Waiver. Proceedings will be on an individual basis only. Each party waives the right to participate in any class, consolidated, or representative action or arbitration.
6.3. Utah Courts for Permitted Court Proceedings. For any court proceedings permitted under these Subscription Terms (including to compel arbitration, to confirm, modify, or vacate an award, to seek temporary, preliminary, or emergency injunctive relief, or for collection of undisputed amounts), the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Salt Lake County, Utah, and waive any objection to venue or forum non conveniens. TO THE EXTENT ANY CLAIM IS HEARD IN COURT (AND NOT ARBITRATED), THE PARTIES WAIVE THE RIGHT TO A JURY TRIAL.
6.4. Attorneys’ Fees. The prevailing party in any action, arbitration, or proceeding to enforce or interpret these Subscription Terms is entitled to recover its reasonable attorneys’ fees and costs, in addition to any other relief.
7. Limitation of Liability
7.1. Cap. To the maximum extent permitted by law, our total aggregate liability arising out of or relating to these Subscription Terms will not exceed the amount of the annual subscription fee actually paid by you in your current year to us for the then-current Term (excluding taxes and third-party pass-through charges).
7.2. Excluded Damages. To the maximum extent permitted by law, neither party is liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, revenue, goodwill, or data, even if advised of the possibility.
8. Warranties; Disclaimers
Except as expressly stated in these Subscription Terms or the Terms of Use, the Services are provided “as is” and “as available,” and we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, title, and non-infringement.
9. Notices; Electronic Communications
9.1. Notices to You. We may provide notices under these Subscription Terms by email to the address associated with your account, by in-product messages, or by posting on the Site. Notices are deemed given on the date sent or posted.
9.2. Notices to Us. All legal notices by You must be sent to: Johnstun Law, LLC, Attn: Aaron Johnstun, 256 N. Main St. Ste D, Alpine, Utah 84004, Email: aaron@johnstunlaw.com.
9.3. E-Sign Consent. By using the Site and Services, you consent to receive and transact with us electronically, and agree that your click-through acceptance and electronic communications satisfy any requirement for a “writing” or “signature.”
10. Relationship to Terms of Use; Changes
10.1. Integration. These Subscription Terms are part of, and incorporated into, the Terms of Use. Together with any order/checkout confirmation, they constitute the entire agreement regarding subscriptions and payments and supersede prior or contemporaneous statements on that subject.
10.2. Updates. We may update these Subscription Terms by posting a revised version on the Site. Material changes will not apply retroactively to a then-current Term, and any fee changes will follow Section 2.2. Your continued use after the effective date of an update constitutes acceptance.
11. Assignment; Severability; Waiver; Counterparts
You may not assign these Subscription Terms without our prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets, provided you give prompt notice and the assignee agrees to be bound. We may assign without consent to an affiliate or in connection with a corporate transaction. If any provision is unenforceable, it will be modified to the minimum extent necessary to be enforceable, and the remainder will remain in effect. No waiver is effective unless in writing and signed or acknowledged by the waiving party. These Subscription Terms may be accepted by electronic means and in counterparts.
Acceptance; Authorization By clicking “Agree and Pay,” entering your Payment Method, or using the subscribed Services, you (i) accept these Subscription Terms and all our other terms and policies, (ii) authorize recurring charges to your Payment Method as described above until you cancel in accordance with these Subscription Terms, and (iii) acknowledge the no-refund, automatic renewal, and dispute resolution provisions.
