Last Revised: August 4, 2021
Please read this Ellis Technologies, Inc. Terms of Service (the “Terms” or “Agreement”) carefully. This Agreement sets forth a legal agreement between you (“you” or “your”) and Ellis Technologies, Inc., its subsidiaries and affiliates (collectively, “Ellis”, “we”, “us” and/or “our”) regarding your use of the websites, mobile application (the “Application”) and/or technology platform (collectively, the “Services”) offered, operated or made available by Ellis. This Agreement applies when you access, interact with, sign up for or use any of the Ellis Services and is binding as of the first date you access, use, interact with or sign up for any Services. Other aspects of the Services may be covered by other terms, conditions and agreements with Ellis or third parties such as financial institutions.
THESE TERMS REQUIRE THE USE OF ARBITRATION (SECTION XVII) ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
By accessing and/or using the Services, you acknowledge that you have read, understood, and agree to be bound by the following terms of conditions set forth in this Agreement. If you do not agree with these terms and conditions, you may not access or use the Services.
Please read the Ellis Privacy Policy (the “Privacy Policy”) carefully for information relating to our collection, use, and disclosure of your personal information. By accessing or using the Services you agree to the Privacy Policy.
You may not use the Services in any manner that may impair, overburden, damage, disable or otherwise compromise (i) Ellis’s Services; (ii) any other party’s use and enjoyment of the Services; or (iii) the services and products of any third parties including, without limitation, any device through which you access the Application (the “Authorized Device”). You agree to comply with all applicable laws and regulations governing the downloading, installation and/or use of the Application, including, without limitation, any usage rules set forth in the online application store terms of service.
From time to time, Ellis may automatically check the version of the Application installed on the Authorized Device and, if applicable, provide updates for the Ellis Application (“Updates”). Updates may contain, without limitation, bug fixes, patches, enhanced functionality, plug-ins and new versions of the Ellis Application. By installing the Application, you authorize the automatic download and installation of Updates and agree to download and install Updates manually if necessary. Your use of the Application and Updates will be governed by this Agreement (as amended by any terms and conditions that may be provided with Updates). Ellis reserves the right to temporarily disable or permanently discontinue any and all functionality of the Application at any time without notice and with no liability to you.
You must be at least eighteen (18) years old to use the Services. By agreeing to this Agreement you represent and warrant to us: (i) that you are at least eighteen (18) years old; (ii) that you have not previously been suspended, removed or deactivated from the Services; (iii) that you are a legal resident of the United States; and (iv) that your registration and your use of the Services is in compliance with any and all applicable laws and regulations.
By providing us with a telephone number for a cellular phone or other wireless device, you agree to receive autodialed and pre-recorded, non-marketing, service-related text messages from or on behalf of Ellis at the phone number provided. You further consent to receiving autodialed and pre-recorded text messages from or on behalf of Ellis at the number provided for marketing or promotional purposes. Ellis will send you news and updates, including recommendations to help make the most of your Ellis account(s) and access select Ellis features.
By agreeing to this Agreement, you agree to receive push notifications from us. You can opt out of receiving push notifications through your device settings. Please note that opting out of receiving push notifications may impact your use of the Services.
The Services, including our websites, may contain links to third-party websites. The linked sites are not under our control, and we are not responsible for the contents of any linked site. We provide these links as a convenience only, and a link does not imply our endorsement of, sponsorship of, or affiliation with the linked site. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any of these third parties’ services or websites.
BY USING THE SERVICES YOU AGREE NOT TO:
Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trade marks, and trade secrets, in the Application and its content are owned by Ellis. Neither these Terms (nor your access to the Application) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights in accordance with these Terms. Ellis reserves all rights not granted in these Terms. There are no implied licenses granted under these Terms.
“User Content” means any and all information and content that a user submits to, or uses with, the Application (e.g., content in the user’s profile or postings). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate these Terms or the Privacy Policy. You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Ellis. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates these Terms or the Privacy Policy. Ellis is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.
You hereby grant (and you represent and warrant that you have the right to grant) to Ellis an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in the Application. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
If you provide Ellis with any feedback or suggestions regarding the Application (“Feedback”), you hereby assign to Ellis all rights in such Feedback and agree that Ellis shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Ellis will treat any Feedback you provide to Ellis as non-confidential and non-proprietary. You agree that you will not submit to Ellis any information or ideas that you consider to be confidential or proprietary.
You agree to indemnify and hold Ellis (and its officers, employees, and agents) (collectively, the “Indemnified Parties”) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Application, (b) your violation of these Terms, (c) your violation of applicable laws or regulations or (d) your User Content. Ellis reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Ellis. Ellis will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THE INDEMNIFIED PARTIES NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OPERATING OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL THEORY, WHETHER OR NOT THE INDEMNIFIED PARTIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE WHERE SUCH DAMAGES RESULT FROM: (i) YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICES, OR (ii) ANY PURCHASE OF A THIRD PARTY PRODUCT OR SERVICE BASED ON INFORMATION CONTAINED IN THE ELLIS SERVICES, INCLUDING THE AVAILABILITY OF A COUPON. YOU SPECIFICALLY ACKNOWLEDGE THAT THE INDEMNIFIED PARTIES ARE NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. FURTHER, THE INDEMNIFIED PARTIES WILL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY THIRD-PARTY CONTENT UPLOADED ONTO OR DOWNLOADED FROM THE SITE OR THROUGH THE SERVICE.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THIS AGREEMENT. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION XV WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. EXCEPT AS REQUIRED BY LAW, Ellis DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS REGARDING THE SERVICES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, QUIET ENJOYMENT, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE, FITNESS FOR ANY PARTICULAR PURPOSE, OR ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE. SPECIFICALLY, BUT WITHOUT LIMITATION, Ellis DOES NOT WARRANT THAT: (1) THE INFORMATION PROVIDED IN, OR THAT MAY BE OBTAINED FROM USE OF, THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE CORRECT, ACCURATE, UP-TO-DATE, OR RELIABLE; (2) THE SERVICES BE UNINTERRUPTED OR ERROR-FREE; (3) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED BY OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS; OR (4) ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED. YOU ASSUME ALL RISK FOR ALL DAMAGES, INCLUDING DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE DEVICE OR LOSS OF DATA THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICE. YOU HEREBY ACKNOWLEDGE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
The communications between you and Ellis use electronic means, whether you use the Application or send us emails, or whether Ellis posts notices on the Application or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Ellis in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Ellis provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.
Subject to applicable law, we reserve the right, in our sole and absolute discretion, to modify all or any portion of these Terms, at any time without incurring any liability or obligation whatsoever to you or any other person or entity. If we do this, we will post the changes to these Terms at least ten (10) days before the amendment comes into effect, and will indicate at the top of this page the date these Terms were last revised. In addition, if you have registered for an Account, where required by law or at our discretion, we will provide you notice using email and/or your mailing address, or any other contact information we have for you in our discretion. As required by law, or at our discretion, the notice will set out the new clause, or the amended clause and how it read formerly, and the date on which the change will come into effect. Before the change comes into effect, you may cancel this agreement rather than accept the change. You may refuse the amendment and rescind, or cancel your participation without cost, penalty or cancellation indemnity, by sending us notice to that effect no later than ten (10) days after the amendment comes into force, using the information in the notice. To the fullest extent permitted by applicable law, your continued access to and/or use of the Application after the date specified in such notice constitutes your full acceptance of, and agreement to be legally bound by, the terms of these Terms, as revised.
You hereby acknowledge and agree that we reserve the right at any time to modify or discontinue the whole, or any part of, the Application or Services, without notice, and that we will not be responsible or liable, directly or indirectly, to you or any other person or entity for any loss or damage of any kind incurred as a result of any such modifications or discontinuance.
If you have any questions about these Terms or our Application or Services in general, please contact us at: legal@joinellis.com or call us at +1 (347) 650-3162.