YOU ACKNOWLEDGE AND AGREE THAT BY ACCESSING OR USING THE SERVICES, OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS.
The Services enable Users to access, browse, and use the platform, programs, and tools available on the Website and the Application.
- Grant. Subject to your compliance with these Terms, you are granted a limited, non-exclusive, non-transferable license to access and use the Services on a computer, tablet device, or mobile phone that you own or lawfully control.
- Ownership. All materials (excluding User Submissions, as defined below) contained on, in, or available through the Services, including all information, data, text, sound, photographs, graphics, the selection and arrangement thereof, and all source code, software compilations, and other materials (“ELGC Content”) are protected by copyright and other intellectual property laws and may not be copied or imitated in whole or in part by you, unless as explicitly stated under these Terms. All trademarks, service marks, trade dress and other intellectual property rights, including but not limited to copyrights, and all derivative works thereof associated with the ELGC Content, whether registered or not, are our sole property. ELGC Content may also be protected as a collective work or compilation under U.S. copyright and other laws and treaties. You agree to abide by all applicable copyright and other laws. We do not convey, through allowing access to the Website or Service, any ownership rights in the ELGC Content. These Terms will govern any upgrades provided by us that replace and/or supplement the original Services, unless such upgrade is accompanied by separate terms in which case such updated Terms will govern.
- Limitations. You may not create, develop, license, install, use, or deploy any third-party software or services to circumvent, enable, modify or provide access, permissions or rights to work around any technical limitations in the Services. You may not copy (except as expressly permitted by these Terms) or publish the Website for others to copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, or modify, or create derivative works of the Services, or any updates, or part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open source components included with the Services, if any). Any attempt to do so is a violation of our rights. If you breach this restriction, you may be subject to prosecution and damages. You may not use the Services in any manner not specifically authorized hereunder or in any way that is against any applicable laws or regulations.
You represent and warrant that: (i) you are at least eighteen (18) years old, or are at least sixteen (16) years old and have your parent’s or guardian’s consent to these Terms, (ii) you have the power to enter a binding contract with us and not be barred from doing so under any applicable laws; (iii) you reside in the United States; and (iv) you will abide by all of these Terms. If you use our Services, you represent and warrant that you are a bona fide end-user customer and will not use the Services for commercial purposes or any other commercial benefit. If we believe, in our sole discretion, your use of our Services would violate the terms of the preceding sentence or that a User is engaging in fraudulent, objectionable, or gray market activities, we may revoke that User’s right to use the Service.
To use our Services, you must register and create an online account (“Account”). In order to create an Account, you are required to enter a unique user ID and password, as well as provide registration information, such as your name, phone number, street address, an active e-mail address, and any additional information in accordance with the registration form prompts (“Account Data”). You agree to (a) provide accurate, current and complete information; (b) maintain and promptly update your Account Data and any other information you provide to us, to keep it accurate, current and complete; and (c) be fully responsible and liable for all use of your Account. You may not transfer your Account to another person or share it with anyone. You are responsible for all activities that occur under your Account. We will not be responsible for any issues that may result if you fail to comply with these requirements. You agree to notify us immediately of any unauthorized use of your Account or any breach of security with respect to your Account. You consent to receiving communications from us via email in connection with your use of the Service. You may opt out of marketing or promotional messages by following the prompts in email messages; however, doing so may limit your awareness of new products, services, promotions, and/or related updates from ELGC.
6. User Submissions
The Services may enable you to submit and post content on the Website or Application, (“User Submission(s)”). You acknowledge and agree that you are solely responsible for any User Submission that you transmit, send, or display through the Services and we are not responsible to you or any third party for any User Submission that is transmitted or shared by you or any other User. By uploading, publishing, modifying or displaying User Submissions to any part of Services, you automatically grant, and you represent and warrant that you have the right to grant, to us an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), transmit, and distribute such User Submission for any purpose in any media now known or hereafter developed.
You represent and warrant that: (i) you are either the sole and exclusive owner of all User Submissions that you make available through the Services or you have all rights, licenses, consents and releases that are necessary to grant to ELGC the rights in such User Submissions, as contemplated under these Terms; and (ii) neither the User Submission nor your posting, uploading, publication, submission, or transmittal of the User Submission or ELGC’s use of the User Submission (or any portion thereof) on, through, or by means of the Services will (a) infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or (b) result in the violation of any applicable law or regulation, including but not limited to any applicable privacy and data security laws and regulations. You retain sole responsibility for your individual compliance with all applicable laws.
You understand and agree that we do not verify or vouch for any such User Submission and if we determine in our sole discretion that any User Submission is inaccurate, was posted or uploaded without authorization, or otherwise does or may violate these Terms or applicable laws, we reserve the right, at any time, without prior notice and without limiting any and all other rights we may have, at law or in equity, to (a) modify, refuse, or remove the User Submission; (b) revoke the applicable User’s right to use the Service; and/or (c) use any technological, legal, operational, or other means available to us to enforce the provision of these Terms. In addition, notwithstanding anything to the contrary contained in these Terms, we may delete any User Submission for any or no reason without prior notice to you and without liability.
The Services are controlled and operated by ELGC from the United States, and are not intended to subject ELGC or its affiliates to the laws or jurisdiction of any country or territory other than that of the United States. ELGC does not represent or warrant that the Services or any part thereof are appropriate or available for use in any jurisdiction other than the United States.
Any charges for access to the Services are set forth in the Subscription Agreement.
Charges for internet or telecommunication services use may apply to your use of the Services at rates that are determined by the providers of such services. In order to access and browse the Services, you are required to have a compatible computer, tablet device, or mobile phone, as well as internet access, mobile network access, and an Android or iOS operating system. The software for the mobile may be upgraded from time to time to add support for new functions and services.
9. Rules of Conduct
In connection with your use of the Services, you will not: (i) transmit or communicate any data or information that is unlawful, harmful, false, misleading, threatening, abusive, harassing, stalking, defamatory, vulgar, obscene, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (ii) upload or input to the Services any information which contains software viruses, or any computer code, files or programs designed to interrupt, destroy or limit the functionality of the Services, any computer software or hardware or telecommunications equipment; (iii) impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; (iv) use the Services for any unlawful or unsafe purposes; (v) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted to other Users; (vi) violate any applicable local, state, federal or international law and any regulations requirements, procedures or policies; (vii) use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access, monitor, or copy any part of the Services; (viii) transmit, access or communicate any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements); (ix) monitor traffic on the Services, obtain or accumulate personal information about other Users, or collect or store personal data about other Users; (x) modify, delete or damage any information contained on the mobile device or personal computer of any other Users; (xi) infringe on the rights of any third party, including but not limited to trademark, copyright or the rights of publicity; (xii) use the Services in any manner that in our sole judgment, adversely affects the performance or function of the Services or interferes with the ability of other Users to access or utilize the Services; or (xiii) undertake any acts not expressly permitted under the Terms. You warrant and represent that you undertake to use the Services only for purposes that are in strict compliance with (a) the Terms and the license granted hereunder, and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions and you shall take no actions which would cause us to be in violation of any applicable law, ruling or regulation.
We reserve the right to suspend or cease providing the Services, with or without notice, and we shall have no liability or responsibility to you if we do so.
11. Third Party Content
12. Disclaimer of Warranties
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITATION OF THE FOREGOING, WE SPECIFICALLY DISCLAIM, FOR THE AVOIDANCE OF DOUBT (ON OUR BEHALF, OUR SUBSIDIARIES AND/OR OUR AFFILIATES) ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES: (i) CONCERNING THE AVAILABILITY, ACCURACY, RELIABILITY, SECURITY, TIMELINESS, QUALITY, USEFULNESS, INTEROPERABILITY OR CONTENT OF THE SERVICES; (ii) OF TITLE, WARRANTY OF NON-INFRINGEMENT, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE REGARDING THE SERVICES; AND (iii) REGARDING THE PROVISION OF THE SERVICES. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY THE SERVICES, INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT, OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. WE DO NOT WARRANT OR GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. YOU ASSUME THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SERVICES.
13. Limitation of Liability
IN NO EVENT WILL ELGC OR ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS, BE LIABLE TO ANY PARTY (i) FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF INFORMATION, LOSS OF PROFITS AND THE LIKE), OR ANY OTHER DAMAGES ARISING IN ANY WAY OUT OF THE AVAILABILITY, USE, RELIANCE ON, OR INABILITY TO USE THE SERVICES, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE; OR (ii) FOR ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN, OR DESTRUCTIVE PROPERTIES OF ANY OTHER SOFTWARE OR OTHER CONTENT INCLUDED AS PART OF THE SERVICES. GIVEN THAT SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY (INCLUDING OUR OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, AND AFFILIATES) SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. IN NO EVENT WILL ELGC AGGREGATE LIABILITY (INCLUDING OUR OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, AND AFFILIATES) WITH RESPECT TO THE USE OF THE SERVICES EXCEED THE PRICE PAID BY YOU WITH REGARD TO THE PARTICULAR CLAIM, OR, IF YOU HAVE NOT PAID ELGC FOR ANY PRODUCT OR SERVICE, THE AMOUNT OF $25.00 U.S. DOLLARS.
By using the Services, you agree to defend, indemnify, and hold us, our affiliates, partners, officers, directors and employees harmless from any and all claims, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising in any way from your use of the Services or the creation, placement, or transmission of any message, information, software, or other materials through the Services by you or related to any violation of these Terms by you (collectively, “Indemnified Matters”). We shall control the defense of any Indemnified Matters through counsel of our choice.
15. Copyright Infringement
We respect the intellectual property rights of others, and require that people who use the Services do the same. It is our policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (“DMCA”). Please contact us at ________ with any inquiries.
16. Governing Law
These Terms shall be governed and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions. You consent to the exclusive jurisdiction and venue of the federal and state courts located in the State of New York, Kings County for any action arising out of or relating to these Terms.
If any provision of these Terms is deemed unlawful, void, or unenforceable for any reason, then that provision shall be severable from the other provisions and shall not affect the validity and enforceability of any remaining provisions.
18. Entire Agreement
You shall not transfer, assign, sublicense, nor pledge in any manner whatsoever, any of your rights or obligations under these Terms. We may transfer, assign, sublicense, or pledge in any manner whatsoever, any of our rights and obligations under these Terms to a subsidiary, affiliate, or successor thereof or to any third party whatsoever, without notifying you or receiving your consent.
20. Amendment to Terms
ELGC may update or amend these Terms from time to time. Amendments shall be effective upon posting on the Services. You are responsible for regularly reviewing these Terms. Your continued access and use of the Services following such posting constitutes your consent to be bound by any amended Terms.
Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. In the event that any provision of these Terms is inoperative or unenforceable for any reason, such provision shall be enforced to the maximum extent permitted by law and the invalidity of such provision shall not affect the enforceability and validity of remaining provisions of the Terms. No independent contractor, partnership, joint venture, or employer-employee relationship is intended or created. No action, regardless of form, which arises from or is related in any way whatsoever to these Terms, may be commenced by you more than twelve (12) months after such cause of action accrues. All notices and other communications under the Terms must be in writing and will be deemed to have been duly given when actually received. You may provide notices to us via email to ________ or by writing to us at _________________.
If you have any questions regarding these Terms or the Services, please contact us at ________.