Terms and Conditions
1. The Agreement and Your Acceptance
These Terms and Conditions (the “Terms”) are a binding agreement between you and EPIQ Development, Inc., a California corporation (“Company,” “we,” “us,” “our”), the operator of the 123Exec platform (“123Exec” or the “Service”). They govern your access to and use of the Service.
By creating an account, clicking “I Agree,” signing an order form that references these Terms, or accessing or using the Service, you acknowledge that you have read and understood these Terms and agree to be bound by them. If you do not agree, do not use the Service.
If you accept on behalf of an organization, you represent that you have authority to bind it, and “you” and “Customer” refer to that organization. You must be at least 18 years old.
Electronic acceptance. You agree that clicking to accept, creating an account, or using the Service is a valid and binding way to enter into these Terms, that no handwritten signature is required, and that electronic records and signatures are valid under the U.S. E-SIGN Act and California's Uniform Electronic Transactions Act. We keep a record of your acceptance, including the version of these Terms and of our Privacy Policy that applied, the date and time, and the related account information.
Incorporated policies. Our Privacy Policy, available at https://123exec.com/privacy, is incorporated into and forms part of these Terms, and explains how we collect, use, share, and protect information in connection with the Service. Any Order Form, Data Processing Addendum, or Subprocessor List that we provide or that these Terms reference is likewise incorporated. If there is a conflict, these Terms govern matters of contract, fees, and liability, and the Privacy Policy governs the description of our privacy practices, except that a signed Data Processing Addendum controls over both as to the processing of personal data. By accepting these Terms you also accept the Privacy Policy.
PLEASE READ SECTION 12 (SECURITY), SECTION 17 (DISCLAIMERS OF WARRANTIES), SECTION 18 (LIMITATION OF LIABILITY), AND SECTION 22 (GOVERNING LAW AND DISPUTE RESOLUTION) CAREFULLY. THEY ALLOCATE RISK, LIMIT OUR LIABILITY, AND REQUIRE MOST DISPUTES TO BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION RATHER THAN IN COURT OR BEFORE A JURY.
2. Definitions
“Service” means the 123Exec platform and its tiers (Coach, Operator, and Strategist or Suite), together with related software, features, and documentation.
“Customer” means the organization that registers for, is granted access to, or pays for the Service.
“Authorized Users” means the leaders, executives, employees, and others the Customer permits to use the Service under its account.
“Customer Data” means the information you or your Authorized Users submit to or generate in the Service, including assessments, goals, KPIs, financial figures, revenue and pipeline data, initiatives, strategy inputs, notes, and leadership and 360 review inputs.
“Fees” means the subscription and other charges for the Service.
“Coach” means a coaching or advisory partner who may refer, resell, or facilitate a Customer's use of the Service. A Coach is not the Company.
“Order Form” means an ordering document or online checkout for the Service that references these Terms.
3. The Service, License Grant, Tiers, and Business Use
Subject to these Terms and payment of Fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during your subscription, solely for your internal business purposes.
Business use only. The Service is offered solely for business and professional use, not for personal, family, or household purposes.
The Service is offered in tiers, and the features available depend on the tier you purchase. You will not: copy or modify the Service; reverse engineer it except where that restriction is prohibited by law; resell, sublicense, or rent it except as permitted; remove proprietary notices; or use it to build a competing product.
As between the parties, the Company and its licensors own the Service and all related intellectual property. These Terms grant only the limited license stated.
4. Registration, Accounts, and Security Responsibilities
Security is a shared responsibility. You agree to:
Provide accurate registration information and keep it current.
Keep credentials confidential and not share accounts. You are responsible for all activity under your account and your Authorized Users' accounts.
Use the multi-factor authentication and other controls we require or make available, and not attempt to disable them.
Promptly remove Authorized Users who no longer need access, and notify us of any suspected unauthorized access.
Ensure your Authorized Users comply with these Terms; their acts and omissions are treated as yours.
5. Acceptable Use and Restrictions
You agree not to use the Service to violate any law or third-party right; upload malware; gain unauthorized access to the Service, other customers' data, or related systems; test or probe security except under our written authorization; interfere with the Service's integrity or performance; or submit data you are not permitted to share.
Unless a plan expressly provides for it, do not submit government identifiers, full payment card numbers, or protected health information. You represent that you have the rights and any required consents to submit the data, documents, transcripts, and reports you upload. We may quarantine or remove malicious files, prohibited data, or unlawful content.
6. Customer Data, Ownership, and Our Use of Data
As between the parties, you own your Customer Data. You grant us a non-exclusive, worldwide license to host, process, transmit, and display Customer Data solely to provide, secure, and maintain the Service and as permitted here and in our Privacy Policy.
You represent that you have the rights and, where required, the consents necessary to submit Customer Data and to authorize our processing of it.
AI training and cross-customer use. We will not use Customer Data, including your prompts, uploads, assessments, or generated outputs, to train a generalized artificial-intelligence model, or to improve the Service for other customers, except with your express written authorization. We may use statistical information derived from Customer Data only after it has been de-identified and aggregated so that it cannot reasonably be associated with you, an Authorized User, or a particular business. We do not sell Customer Data.
7. Ownership of Outputs and Intellectual Property
As between the parties, you own your Customer Data. Subject to your compliance with these Terms and to the Company intellectual property within them, you may use, copy, and distribute internally the reports and outputs generated specifically for you, including after your subscription ends.
We retain ownership of the Service and of all underlying methodologies, prompts, scoring systems, question sets, templates, frameworks, workflows, models, dashboards, and other technology used to generate those outputs, and of general improvements that do not contain your confidential information.
Feedback. If you give us feedback or suggestions, you grant us a license to use them to improve the Service. We do not claim ownership of your underlying ideas.
8. Employee Information and Human Review
The Service may hold sensitive information about your executives and employees, such as assessments, leadership and 360 reviews, and notes. You are responsible for determining the lawful basis for collecting that information, providing any required notices, obtaining any required consents, controlling who may view individual-level results, and complying with employment and privacy law.
No sole reliance. You will not use an automated recommendation or score from the Service as the sole basis for a hiring, termination, promotion, compensation, discipline, or other decision that produces a significant effect on an individual. A qualified person must review the information and exercise independent judgment.
9. Fees, Billing, Renewal, and Cancellation
The Service is offered month to month unless a different term is agreed in writing. Fees are billed in advance each month through our third-party payment processor, and your subscription renews automatically for the next month unless you cancel.
Cancelling is easy, and you can do it at any time. When you cancel, your subscription stops renewing: you keep full access through the end of the month you have already paid for, and you are not charged again. We do not require a reason, a notice period beyond the current month, or an exit fee.
Where you subscribe online, the recurring charge and the cancellation terms are disclosed at checkout, you affirmatively accept them, and you can cancel online. Because access continues through the paid period, Fees already paid are not refunded or prorated for the remainder, unless required by law. You are responsible for applicable taxes other than taxes on our net income. We may change Fees for a future month with prior notice; if you do not agree, cancel before the change takes effect. If a Fee is past due, we may suspend the Service after notice.
10. Coach Access
A Coach may access your Customer Data only to the extent you expressly authorize through the Service or a written engagement. You may revoke that access at any time through the Service, subject to reasonable administrative processing. Unless a separate written agreement says otherwise, a Coach is an independent third party and not our employee, agent, or representative, and you are responsible for your decision to grant a Coach access.
11. Confidentiality
Each party may receive information of the other that is marked or reasonably understood to be confidential. The receiving party will use it only to perform under these Terms, protect it with at least reasonable care, and not disclose it except to personnel and contractors who need to know and are bound by similar obligations. This does not apply to information that is public through no fault of the receiving party, already known, independently developed, or rightfully obtained from a third party. A party may disclose confidential information if required by law, after giving reasonable notice where permitted.
12. Security Program and Security Incidents
We maintain administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, use, alteration, loss, or disclosure. Our safeguards are based on the nature of the Service, the sensitivity of the information processed, and reasonably foreseeable risks.
These safeguards include encryption of data in transit; database-level isolation of each company's data, enforced through row-level security; multi-factor authentication required for all users accessing authenticated application functionality; least-privilege, role-based permissions; an append-only log of changes to designated sensitive records; recoverable deletion for certain records, including company goals and initiatives, with all deletions recorded in the change log; regular production database backups; and rate limiting on public and artificial-intelligence endpoints. We review and update these measures over time as the Service and the threat landscape evolve.
IMPORTANT SECURITY DISCLOSURE. No internet-connected service or method of electronic storage or transmission is completely secure. We therefore do not guarantee that unauthorized access, loss, alteration, or disclosure will never occur, and you accept this risk as a condition of using the Service.
Security is a shared responsibility. You are responsible for maintaining the security of your accounts, devices, credentials, Authorized Users, and systems under your control; using the security features we make available or require; promptly removing users who no longer need access; and notifying us of suspected unauthorized access.
If we confirm a security incident involving unauthorized access to your Customer Data, we will notify you without undue delay and as required by applicable law, and will take reasonable measures to investigate, contain, and remediate it. The limitations in Section 18 apply to claims arising from a security incident, except to the extent prohibited by law.
13. Third-Party Services and Subprocessors
We use third-party providers to operate the Service, for example for hosting, database and login, analytics, artificial intelligence, and, when available, payments. We remain responsible for our obligations under these Terms, but are not liable for interruptions or events caused by third-party providers that are outside our reasonable control, subject to Section 18. Our current subprocessors are listed in our Subprocessor List, and we will provide a way to learn of material new subprocessors. Their terms and privacy practices may apply to the portions of the service they provide.
14. Service Availability, Maintenance, and Beta Features
We aim to make the Service generally available, but do not guarantee uninterrupted availability. The Service may be unavailable because of planned or emergency maintenance, upgrades, third-party outages, or events outside our reasonable control. Any service-level commitment applies only if expressly stated in a signed Order Form. Features labeled beta, preview, or experimental may change or be withdrawn and may be less reliable, and you use them at your own discretion.
15. Data Retention, Export, and Deletion
We keep information for as long as your account is active and as needed to provide the Service, and afterward as needed to meet legal, accounting, and security obligations. After your access ends, you may request a copy of your Customer Data within thirty (30) days, and we will provide it within a reasonable period in a commercially reasonable electronic format. After that window, we may delete or de-identify Customer Data from active systems within a reasonable period, and copies in routine backups expire on their normal cycle. Security and audit logs are retained according to our internal policy. De-identified and aggregated information that no longer identifies you may be retained.
16. Artificial Intelligence Features
Some features use a third-party AI provider to generate guidance and summaries from your inputs. Information sent to power these features is limited to what the feature needs, is not used to train third-party AI models, and is scoped so a feature answers only from the relevant client's own data and the 123Exec method. AI output may be incomplete, inaccurate, or unsuitable for a particular circumstance, is not legal, financial, tax, or other professional advice, and must be reviewed by you before you rely on it. Section 8 (no sole reliance) applies to AI output.
17. Disclaimers of Warranties
THE SERVICE AND ALL RELATED CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT DATA WILL NOT BE LOST OR CORRUPTED. YOU USE OUTPUT AT YOUR OWN DISCRETION AND RISK.
18. Limitation of Liability
EXCLUSION OF INDIRECT DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, OR ANTICIPATED SAVINGS, OR ANY LOSS, CORRUPTION, OR DISCLOSURE OF DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
MONETARY CAP. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CUSTOMER TO THE COMPANY FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM. THIS CAP IS IN THE AGGREGATE ACROSS ALL CLAIMS, INCLUDING CLAIMS ARISING FROM SECURITY INCIDENTS, DATA BREACH, OR THE LOSS, CORRUPTION, OR DISCLOSURE OF DATA.
These limitations reflect a reasonable allocation of risk and are an essential basis of the bargain. Nothing in these Terms limits liability that cannot be limited by law, such as for fraud, willful misconduct, or gross negligence, or a party's indemnification obligations, or your obligation to pay Fees.
19. Indemnification
By you. You will defend, indemnify, and hold harmless the Company and its officers, employees, and agents from third-party claims, and resulting damages, liabilities, costs, and reasonable attorneys' fees, arising from your Customer Data; your or your Authorized Users' use of the Service; your violation of these Terms or of any law or third-party right; or your security failures outside our systems, such as compromised or shared credentials.
By us. We will defend you against a third-party claim that the Service, as provided by us and used in accordance with these Terms, infringes that party's United States patent, copyright, or trademark, and will pay damages finally awarded or a settlement we approve. This does not apply to claims arising from your Customer Data, your combination of the Service with other products or data, or your use in violation of these Terms. This is our sole liability for intellectual-property infringement, subject to Section 18.
The party seeking indemnity will give prompt notice and reasonable cooperation, and the indemnifying party controls the defense but will not settle in a way that imposes obligations on the other without consent.
20. Term, Suspension, and Termination
These Terms apply while you have an account or access to the Service. Your subscription runs month to month and renews under Section 9 until you cancel. You may cancel at any time; cancellation takes effect at the end of the current paid month, and the Service is turned off after that. We may suspend or terminate access if you materially breach these Terms (including non-payment) and do not cure a curable breach within a reasonable period after notice, or immediately if needed to protect the Service, other customers, or to comply with law. Sections that by their nature should survive (including 6, 7, 11, 12, 15, 17, 18, 19, 22, 23, and 24) survive termination.
21. Changes to the Service and to These Terms
We may modify the Service over time and may update these Terms. If we make a material change, we will provide reasonable notice, for example by posting the updated Terms with a new effective date or by notifying you through the Service or by email. For changes that materially affect data use, liability, pricing, ownership, or dispute resolution, we may require you to accept the updated Terms again. Your continued use after the effective date means you accept the update.
22. Governing Law and Dispute Resolution
These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws rules. Any claim must be brought within one (1) year after it arises, to the extent permitted by law.
Informal resolution first. Before starting arbitration, the party raising a dispute will send the other a written description of the dispute and the relief sought, and the parties will attempt in good faith to resolve it for thirty (30) days.
Binding arbitration. Any dispute not resolved informally will be settled by final and binding arbitration before a single arbitrator, administered by JAMS under its Comprehensive Arbitration Rules and Procedures, seated in San Diego County, California, and conducted in English. Judgment on the award may be entered in any court of competent jurisdiction.
Class-action waiver. Each party may bring claims only in its individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. If this waiver is held unenforceable as to a particular claim, that claim is severed and heard in the courts identified below, and the remainder proceeds in arbitration.
Jury waiver. EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY TO THE FULLEST EXTENT PERMITTED BY LAW.
Exceptions. Either party may seek injunctive or other equitable relief in court to protect its intellectual property or confidential information, and either party may bring an individual claim in small-claims court. Claims for unpaid Fees may be brought in court.
Courts. For any matter not subject to arbitration, the state and federal courts located in San Diego County, California have exclusive jurisdiction, and each party consents to venue there.
23. Order of Precedence
If there is a conflict among the documents that make up the agreement between us, the following order controls, from highest to lowest: (1) a signed enterprise agreement between the parties; (2) an Order Form; (3) a Data Processing Addendum; (4) these Terms; and (5) our policies and documentation.
24. General Provisions
Entire agreement. These Terms, with any Order Form and referenced policy (including our Privacy Policy), are the entire agreement on this subject and supersede prior discussions.
Severability and waiver. An unenforceable provision is limited or severed to the minimum extent necessary; the rest remains in effect. A failure to enforce is not a waiver.
Assignment. You may not assign these Terms without our consent. We may assign them to an affiliate or in a merger, acquisition, or sale of assets.
Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.
Export and sanctions. You will comply with applicable United States export-control and economic-sanctions laws and will not use the Service where prohibited by them.
Publicity. Neither party will use the other's name or logo publicly without prior written consent.
Notices. We may give notice through the Service or by email to the address on your account. Notices to us should be sent by email to the address in Section 25. The postal address in Section 25 is available for formal service where email is not permitted.
No third-party beneficiaries; independent contractors. These Terms create no rights for anyone other than the parties, and the parties are independent contractors.
25. How to Contact Us
Questions and legal notices about these Terms can be sent to us at: EPIQ Development, Inc., Attn: Dale Robinette, 357 E Avenue, Coronado, CA 92118, info@123exec.com.
Acknowledgment
By clicking “I Agree,” creating an account, or otherwise using the Service, you confirm that you have read and understood these Terms and agree to be bound by them, including the Security terms in Section 12, the Disclaimers in Section 17, the Limitation of Liability in Section 18, and the agreement to arbitrate and the waiver of jury trial and class actions in Section 22.
No handwritten signature is required. Your acceptance is given electronically when you click to agree or use the Service, and that acceptance is fully binding.