1. Permitted Access. Your access to and use of the Services are provided to you by Element Data. You may access the Services:
a. to browse and interact with the Content; or
b. for use in connection with data services and software provided by Element Data to you or your employer pursuant to General Terms and Conditions between either you or your employer and Element Data (“General Terms and Conditions”).
You acknowledge and agree that your use of the Decision Cloud software and Services is subject to and only permitted during the term of the General Terms and Conditions and that, in addition to these Terms, you will comply with all the terms of the General Terms and Conditions (the “Separate Terms”).
2. Account Registration. In order to use some of the Services you may need to log-in to the Services with a user account that you register for through the Services (“Account”). You agree to provide current, complete, and accurate information when you register for an Account. You agree to keep your log-in information confidential and not authorize any other person or entity to use your log-in information or your Account. You agree that Element Data may attribute all use of your Account to you, and that you are responsible for all activities that occur under your Account. You agree to notify us immediately through the
Services if you suspect any unauthorized use of your Account, the Services, or any other breach of security. Depending on your Account type or other criteria, your Account may not have full access to all features or functionality available through the Services. You agree not to attempt to access any (if any) restricted features or functionality.
3. Eligibility. You represent and warrant that you are at least 18 years of age or the age of legal majority in your jurisdiction, whichever is higher. If you are under age 18, you may not use or access the Services. If Element Data discovers or has any reason to suspect that you are not at least 18 years of age, Element Data reserves the right to suspend or terminate your access to the Services immediately and without notice.
5. License to Use of the Services. The Services may include and provide access to information, content, graphics, data, text, images, code, sound files, video, communications, packages, profiles, documents, files, and other materials (“Content”). Unless conflicting with any licenses granted under the General Terms and Conditions, Element Data and its licensors grant you, conditioned on your full compliance with these Terms, a limited, personal, revocable, worldwide, royalty-free, personal, non-transferable, non-exclusive license to view, access, and use the Services and the Content through a web browser over the Internet or application in connection with the data services provided by Element Data pursuant to the permitted use under the applicable Separate Terms. You agree that when using the Services or Content, you will not engage in or attempt to engage in any improper uses. Improper uses include violating any of the provisions in these Terms or the Separate Terms, or any applicable law or regulation. If Element Data suspects violations of any of the foregoing, Element Data may institute legal action and cooperate with law enforcement authorities in bringing legal proceedings against violators. You agree to reasonably cooperate with Element Data in investigating suspected violations. You authorize Element Data to install, implement, manage, and operate one or more software, monitoring, or other solutions designed to assist in identifying or tracking activities that Element Data considers to be illegal or a violation of these Terms or applicable Separate Terms.
6. License Restrictions. The license granted in Section 5 is conditioned on your compliance with the following:
a. You must not attempt to work around, disable, bypass, modify, or defeat any technical limitations in the Services or to use the Services in an attempt to, or in conjunction with any device, program or service designed to circumvent any security features or any technical measures employed to control access to, or the rights in, a content, file or other work;
b. You must not reverse engineer, decompile, decipher, disassemble or otherwise attempt to access source code of the Services, except and only to the extent that applicable law expressly permits, despite this limitation;
c. You must not or attempt to use any deep-link, scraper, robot, bot, spider, data mining, computer code, or any other device, program, tool, algorithm, process or methodology or process having similar functionality to access, acquire, copy, or monitor any portion of the Services or Content;
d. You must not download or copy any portion of the Services;
e. You must not rent, lease, lend, sell, sublicense, assign, distribute, publish, perform, display, broadcast, transfer, exploit, or otherwise make available the Services or any features or functionality of the Services to any third party for any reason, including using the Services in the operation of a service bureau or time-sharing service, or by making the Services available on a network where it is capable of being accessed by more than one device at any time;
f. You must not modify or make any derivative works of the Services, in whole or in part;
g. You must not remove any proprietary notices or labels on the Services or any copy thereof;
h. You must not use the Services in, or in association with, the operation of any hazardous environments or systems, including any aircraft navigation or communication systems, air traffic control systems or any other transport management systems; safety-critical applications, including medical or life-support systems, vehicle operation applications or any police, fire or other safety response systems; and military or aerospace applications, weapons systems or environments;
i. You must not to interfere, with the proper functioning of the Services or use it, as a platform for external applications; to develop applications, services, websites; or any other functionalities that leverage the Services or any portion thereof;
j. You must not make any use of the Services in any manner not permitted by these Terms or the documentation; and
k. You must use the Services in compliance with all applicable laws and must not use the Services to violate any laws.
7. Your Content. You are solely responsible for all Content that is uploaded, posted, emailed, transmitted, shared, or otherwise disseminated using, or in connection with, the Services and your Account, including content related to customer end users (“Your Content”). The rights and obligations under any applicable Separate Terms apply to Your Content; provided however, that to the extent the Separate Terms do not apply or do not include such terms, you agree as follows:
a. Element Data does not claim ownership of Your Content.
b. You grant to Element Data and its affiliates and service providers a worldwide, royalty-free, transferrable, sublicensable, non-exclusive, perpetual, irrevocable license under all of your intellectual property rights to make, use, copy, modify, adapt, create derivative works of, publicly perform or display, import, broadcast, transmit, distribute, license, publish, and translate Your Content (and derivative works thereof) in connection with the operation of the Services and provision of products or Services.
c. You represent and warrant that (i) you have the rights necessary to grant the rights in this Section, (ii) Your Content and Element Data’s use in connection with the provision of the Services and Services does not infringe the rights of Element Data or any third party or violate any agreement with or policy of Element Data or any applicable law, (iii) Your Content is not harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy or right of publicity, hateful or racially, ethnically or otherwise objectionable, and (iv) Your Content does not interfere with or disrupt any part of the Services or any of the systems, equipment or networks used to make the Services available.
If Element Data suspects violations of the foregoing or the Separate Terms, Element Data may institute legal action and cooperate with law enforcement authorities in bringing legal proceedings against violators.
8. Reservation of Rights. You acknowledge and agree that Element Data and its licensors and suppliers own all right, title, and interest (including intellectual property rights) in the Services, Content, and Element Data reserves all rights not expressly granted to you in these Terms. The Element Data name, logos, trademarks and service marks referenced in the Services and Content are those of Element Data. Any other company names, product names, service names and logos referenced in connection with the Services or Content may be owned by third parties. Element Data may change or modify the Services at any time.
9. Services Availability and Support. Unless as otherwise agreed upon in the Separate Terms, Element Data has no obligation to and may not provide support in relation to the Services or your Account. Element Data does not guarantee availability of the Services, Content, Your Content, or your Account and your access is permitted only if and when they are available. Your use of the Services and access to your Account may occasionally be restricted for service, upgrades, maintenance, or other reasons. To the maximum extent authorized under applicable law, Element Data reserves the right to suspend your Account, your use of the Services, and discontinue your access to Your Content at any time without notice.
10. Feedback. You have no obligation to — but may provide — suggestions, comments, or other feedback to Element Data with respect to the Services (“Feedback”). You agree that all Feedback is given voluntarily, and it is not and will not be treated as confidential even if you designate it as confidential. You will not give Feedback that is subject to license terms that seek to require any Element Data product, technology, service, or documentation incorporating or derived from Feedback, or any Element Data intellectual property, to be licensed or otherwise shared with any third party. Element Data will be free to use, disclose, reproduce, license, or otherwise distribute and exploit the Feedback provided to Element Data through any manner or means, as it sees fit, entirely without obligation to you or restriction of any kind on account of intellectual property rights or otherwise.
12. Termination. You may terminate your Account or your use of the Services at any time. You acknowledge and agree that: (a) Element Data reserves the right to terminate your Account and these Terms and to suspend or terminate the Services or your access thereto at any time with or without prior notice and (b) your right to use your Account will automatically terminate upon the termination or expiration of the Separate Terms. Sections 6-19 and 21-22 of these Terms will survive termination.
13. DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND CONTENT ARE PROVIDED “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE” AND THE ENTIRE RISK OF USE AND PERFORMANCE REMAINS WITH YOU. ELEMENT DATA AND ITS MEMBERS, SUPPLIERS, AND LICENSORS DO NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, AND HEREBY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT. IN PARTICULAR, ELEMENT DATA, ITS MEMBERS, SUPPLIERS, AND LICENSORS MAKE NO WARRANTY THAT THE SERVICES OR CONTENT: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE OR PROVIDED ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) ANY INFORMATION OR CONTENT OBTAINED THROUGH IT WILL BE ACCURATE, COMPLETE, OR RELIABLE; (D) THAT THE SERVICES WILL BE FREE FROM VIRUSES, WORMS, OR OTHER HARMFUL MALICIOUS COMPONENTS; OR (E) THAT ANY DEFECTS OR ERRORS THEREIN WILL BE CORRECTED. THE SERVICES AND ALL CONTENT IS ACCESSED AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT RESULTS THEREFROM.
14. DISCLAIMER OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ELEMENT DATA OR ANY MEMBER, SUPPLIER OR LICENSOR BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, OR PUNITIVE DAMAGES; FOR LOSS OF PROFITS, BUSINESS, GOODWILL, ANTICIPATED SAVINGS, OR USE; LOSS OR CORRUPTION OF DATA, CONFIDENTIAL INFORMATION, OR OTHER INFORMATION; BUSINESS INTERRUPTION; PERSONAL INJURY; PROPERTY DAMAGE; LOSS OF PRIVACY; FAILURE TO MEET ANY DUTY OF GOOD FAITH OR REASONABLE CARE; NEGLIGENCE; AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER, ARISING OUT OF, BASED ON, RESULTING FROM, OR IN ANY WAY RELATED TO THESE TERMS, THE SERVICES, CONTENT, OR YOUR CONTENT, EVEN IF ELEMENT DATA OR ANY MEMBER, SUPPLIER, OR LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15. LIMITATION OF LIABILITY AND EXCLUSIVE REMEDES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND TO THE EXTENT THEY ARE NOT EXCLUDED OR DISCLAIMED UNDER SECTIONS 13 OR 14, ELEMENT DATA’S AND ITS MEMBERS’, SUPPLIERS’ AND LICENSORS’ MAXIMUM, AGGREGATE LIABILITY TO YOU, AND YOUR EXCLUSIVE REMEDY UNDER THESE TERMS FOR ANY AND ALL DAMAGES, INJURIES, AND LOSSES ARISING FROM ANY AND ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF, BASED ON, RESULTING FROM, OR IN ANY WAY RELATED TO THESE TERMS, THE SERVICES, CONTENT, OR THE PROVISION OF OR FAILURE TO PROVIDE SERVICES WILL BE TO RECOVER THE ACTUAL DAMAGES YOU INCUR BASED UPON REASONABLE RELIANCE ON THE SERVICES UP TO FIFTY DOLLARS (U.S. $50.00). THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THESE TERMS, THE SERVICES OR CONTENT WILL NOT ENLARGE OR EXTEND THE LIMITATION OF MONEY DAMAGES WHICH WILL BE YOUR SOLE AND EXCLUSIVE REMEDY.
16. IMPORTANT CONSUMER NOTICE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DAMAGE LIMITATIONS SUCH AS THE LIMITATION OF LOSS OR LIABILITY FROM INTENTIONAL ACTS (INCLUDING FRAUD, FRAUDULENT MISREPRESENTATION, AND FAILURE TO DISCLOSE DEFECTS), PRODUCT LIABILITY, OR FOR DEATH OR PERSONAL INJURY. NOTHING IN SECTIONS 13, 14, OR 15 WILL BE INTERPRETED AS EXCLUDING LIABILITY WHICH CANNOT UNDER APPLICABLE LAW BE EXCLUDED. IF YOU LIVE OR ARE OTHERWISE SUBJECT TO THE LAWS IN ONE OF THOSE JURISDICTIONS ANY STATUTORY ENTITLEMENT AVAILABLE TO YOU WILL BE DEEMED LIMITED TO THE EXTENT (IF AT ALL) PERMISSIBLE UNDER THAT LAW AND, IF ANY LIMITATION IS NOT PERMITTED, THE EXCLUSIONS IN SECTION 13, 14, OR 15 MAY NOT APPLY TO YOU.
17. Independent Remedies. The disclaimer and limitation of warranties and the exclusion of damages under Sections 13 and 14 are independent of your exclusive remedies in these Terms and the disclaimer and limitations of warranties and exclusion of damages survive even if the exclusive remedies fails of their essential purpose or otherwise are deemed unenforceable. Each of the limitations in Sections 13 and 14 apply without regard to whether loss, liability, or damage arise from (a) breach of contract, (b) breach of warranty, (c) fault or tort, including negligence and misrepresentation, (d) strict liability, or (e) any other cause of action, to the extent the exclusions and limitations are not prohibited by applicable law.
18. Indemnity. You agree to defend, indemnify, and hold Element Data, its directors, officers, employees, agents, partners, suppliers, and licensors harmless and will keep them indemnified from any claim or demand, including reasonable attorneys’ fees, relating to, arising from, or allegedly arising from (a) Your Content, your use of the Services, and activities occurring under your Account; (b) any violation of these Terms; or (c) your violation of any other party’s rights or applicable law. Element Data reserves the right to assume, at its sole expense, the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with Element Data in asserting any available defenses.
19. Notices. Element Data may give you notices (including legal process) that Element Data is required to give by any lawful method, including by making notice available through the Services or on Element Data’s website located at https://decisioncloud.io/, or by sending it to any email or mailing address that you provide to Element Data. You acknowledge that if you do not provide Element Data with current and accurate contact information, Element Data may not be able to contact you. Except with respect to notices provided by email pursuant to Section 2, you agree to send Element Data notice by mailing it to the following address:
Element Data, Inc.
10900 NE 8th St., Suite 1170 Bellevue, Washington 98004 Attention: Data Privacy Email: Privacy@elemendata.com
20. Modifications to these Terms. Element Data reserves the right to change these Terms at any time upon notice to you. You agree to periodically review these Terms for changes and you can review the most current Terms at any time at https://decisioncloud.io/agreements. Updated Terms are binding on you as of the effective date indicated in our notice. Your continued use of the Services after the effective date indicates your acceptance of the updated Terms, even if you have not reviewed them. If, at any time, you do not agree to the Terms, you must cancel your Account and stop using the Services.
21. Governing Law and Venue. These Terms are governed by the laws of the State of Washington, without reference to its conflict of law’s provisions. The United Nations Convention on Contracts for the International Sale of Goods will not apply in any way to these Terms or to the transactions contemplated by these Terms. You agree to submit to the exclusive jurisdiction and venue in the state and federal courts sitting in Seattle, Washington, United States, for any and all disputes, claims, and actions arising from or in connection with the Services or these Terms.
22. General. If any provision of these Terms is determined by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions of these Terms will remain in full force and effect. You and Element Data intend that the provisions of these Terms be enforced to the fullest extent permitted by applicable law. Accordingly, you and Element Data agree that if any provision is deemed unenforceable, where possible, it will be modified to the extent necessary to make it enforceable, which may include its deletion. Section titles are only for convenience and have no legal or contractual significance. Any list of examples following “includes,” “including” or “e.g.,” is illustrative and not exhaustive, unless qualified by terms like “only” or “solely. Element Data may assign these Terms, in whole or in part, at any time, with or without notice to you. You may not assign, transfer, or sublicense your rights, if any, in your Account, to the Services, or under these Terms. If, at any time, Element Data fails to respond to a breach of these Terms by you or others, that failure will not waive Element Data’s right to act with respect to subsequent or similar breaches. A waiver will only be binding on Element Data if it is in writing and signed by Element Data. These Terms constitute the entire agreement between you and Element Data with respect to your Account and the Services. Both you and Element Data warrant to each other that, in entering these Terms, neither Element Data nor you have relied on or will have any right or remedy based upon any statement, representation, warranty, or assurance other than those expressly stated in these Terms. The preceding sentence will not limit or exclude any liability that cannot be limited or excluded under applicable law. No one other than you and Element Data, or Element Data’s successors and permitted assigns, will have any right to enforce any of these Terms.
23. NOTICE REGARDING COPYRIGHT AGENT Element Data does not condone copyright infringement on its Site and will remove allegedly infringing content if properly notified of the infringement. If you are a copyright owner and believe that any content infringes your copyrighted work, you may submit a notification by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further information).
a. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
b. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
c. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material.
d. Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail.
e. A 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
f. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Element Data’s designated copyright agent for notice of claims of copyright infringement on the Site can be reached as follows:
Element Data, Inc.
10900 NE 8th St., Suite 1170 Bellevue, Washington 98004 Attention: Copyright Agent
Ref: DMCA – 1025685 or Email: Privacy@elemendata.com