Effective Date: December 15, 2015
The following Terms of Service ("TOS") contain the terms and conditions that govern Elify Members and Elify Member-Affiliates (collectively, “Members”) use of the website elify.com (the “Website”) and/or any Elify Services (collectively, “Services”). These TOS set forth the agreement between you the Member and AltTen, Ltd., Dba Elify and elify.com (collectively, “Elify”), a Colorado limited liability company (collectively, the “Parties”), concerning the respective rights and responsibilities of the Parties arising from Member’s use of the Services. You as a Member may not use Services until you review and agree to these TOS. Member's use of the Services constitutes Member’s acceptance of these TOS.
7.1 Elify Proprietary Information and Trade Secret
Member recognizes and agrees that, as further set forth in this Agreement, all information compiled by or maintained by Elify, including referral network placement information (i.e., information that discloses or relates to all or part of a specific Member referral within Elify including, without limitation, Member’s referral network, referral network tree, and all Elify Member and Member-Affiliate information generated therefrom, in its present or future forms), constitutes a commercially advantageous, unique and proprietary trade secret of Elify (“Trade Secrets”), which it keeps as proprietary and confidential and treats as a trade secret. During the term of Member’s Elify Membership, Elify grants Member a limited, personal, non-exclusive, non-transferable and revocable right to use the Trade Secrets, which includes, without limitation, referral network information, business reports, service developments, and Member and Member-Affiliate referrals, earnings and other financial reports to facilitate your promoting and referring as an Elify Member-Affiliate.
The Parties hereby acknowledge and agree that in the course of providing the Services both Parties will have access to the other Parties confidential and proprietary information. The Parties hereby acknowledge that such information including but not limited to the Services, any included documentation as well as “Member Supplied Content” constitute and contain valuable proprietary products and trade secrets of the respective parties and/or its suppliers, embodying substantial creative efforts and confidential information, ideas, and expressions (the “Confidential Information”). Accordingly, the Parties agree to treat (and take precautions to ensure that its employees treat) the Confidential Information as confidential in accordance with the confidentiality requirements and conditions set forth below.
7.3 Maintenance of Confidential Information
Each party agrees to keep confidential all Confidential Information disclosed to it by the other party in accordance herewith, and to protect the confidentiality thereof in the same manner it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of Confidential Information); provided, however, that neither party shall have any such obligation with respect to use of disclosure to others not a party to this Agreement of such Confidential Information as can be established to: (1) have been known publicly; (2) have been known generally in the industry before communication by the disclosing party to the recipient; (3) have become known publicly, without fault on the part of the recipient, subsequent to disclosure by the disclosing party; (4) have been known otherwise by the recipient before communication by the disclosing party; or (5) have been received by the recipient without any obligation of confidentiality from a source (other than the disclosing party) lawfully having possession of such information.
7.4 Injunctive Relief
The Parties acknowledges that the unauthorized use, transfer or disclosure of the Confidential Information will: (1) substantially diminish the value of the trade secrets and other proprietary interests; (2) render the Parties’ remedy at law for such unauthorized use, disclosure or transfer inadequate; and (3) cause irreparable injury in a short period of time. If the receiving party breaches any of its obligations with respect to the use or confidentiality of the Confidential Information, the disclosing party shall be entitled to equitable relief to protect its interests therein, including, but not limited to, preliminary and permanent injunctive relief.
The Parties' obligations under this Section will survive the termination of this Agreement or of any license granted under this Agreement for whatever reason.
8.1 The Parties represent and warrant to each other that: (i) they have the full power and authority to enter into and perform under these TOS, (ii) the execution and performance of their obligations under these TOS does not constitute a breach of or conflict with any other agreement or arrangement by which either party is bound, and (iii) these TOS are a legal, valid, and binding obligation of the parties entering into these TOS, enforceable in accordance with their terms and conditions.
8.2 Member and Member-Affiliate Representations and Warranties
Member represents and warrants to Elify that Member’s use of the Services will not infringe the copyright, trademark, patent, trade secret, right of privacy, right of publicity, or any other legal right of any third party and will comply with all applicable laws, rules, and regulations. Member further represents and warrants to Elify that they are the true owner of the Member Supplied Content and that the Content is free from any and all liens, encumbrances, or any other restrictions on Member's right to display or use the content, and that there are, to the best of Member's knowledge, no pending or threatened claims, demands, or litigation concerning any of the Member Supplied Content. Furthermore, Member represent to Elify that Elify will not be required to make any payments such as licensing fees or royalties to any third party in connection with the Member Supplied Content. Lastly, Member warrants that the Member Supplied Content does not violate Section 6.5 of this TOS.
10.1 EXCLUSION OF DAMAGES
ELIFY WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA, OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO, OR CONNECTED WITH THE USE OF SERVICES, BASED ON ANY CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2 LIMITATION OF LIABILITY
EXCEPT FOR A BREACH OF A PARTY'S REPRESENTATIONS AND WARRANTIES UNDER THESE TOS OR IN CONNECTION WITH MEMBER'S INDEMNITY OBLIGATIONS UNDER THESE TOS, IN NO EVENT WILL THE LIABILITY OF EITHER PARTY IN CONNECTION WITH THESE TOS EXCEED THE AMOUNTS PAID, IF ANY, TO THE OTHER DURING THE PREVIOUS SIX MONTHS.
21.1 Intellectual Property Rights
All intellectual property rights and all other rights, title, and interest in and to the Services, except for the limited license as granted to Member herein are and shall remain the exclusive property of Elify. Such rights include, but are not limited to, any and all trademark rights including rights to the marks: Elify, elify.com, all copyrights in and to the Website, and any other websites owned by Elify, and any proprietary rights used in providing the Services, including, but not limited to computer software and hardware interfaces. Member cannot acquire any right, title, or interest in or to the above mentioned rights through Member's use of the Services under this TOS or otherwise.
21.2 Rights to Submissions and Other Information
By Member’s use of the Services, Member consent and agree that any questions, comments, suggestions, ideas, or any other information whether submitted via email, telephone, US mail, Fax, contest submission, or appearing on any message board or chat group, excluding any Member Data (collectively "Submitted Information"), Member hereby grants Elify permission to use and incorporate such Submitted Information in its business and the Services, for marketing and other promotional purposes without any payment to Member. This grant of rights includes the right to sublicense. Furthermore, Member agrees that Elify will have no obligation to keep any Submitted Information confidential. Member will not bring a claim and hereby forever waives any and all claims against Elify based on “droit moral”, moral rights, or any other legal or equitable theory from Elify’s use of the Submitted Information.
In order to use the Services, Member must be of sufficient age that Member can lawfully enter into and form contracts under applicable law (generally 18 years of age). The Services are not intended for and may not be used by children under the age of 13.
Elify reserves the right, but does not assume the obligation, to monitor transactions and communications that occur through the Services. If Elify determines, in its sole and absolute discretion, that you or another Member will breach a term or condition of these TOS or that such transaction or communication is inappropriate, Elify may cancel such transaction or take any other action to restrict access to or the availability of any material that may be considered objectionable, without any liability to you or any third party.
21.5 Modification of the TOS
Elify reserves the right to add, delete and/or modify any of the terms and conditions contained in this TOS, at any time and in its sole discretion, by posting a change notice or a new agreement within the Services without any further notice to you. For certain changes to the TOS, Elify may, at its option, notify you by email at the email address in our then current records. If any modification is unacceptable to you, Member's only recourse is to discontinue the use of our Services. Member's continued use of the Services following the posting of a change notice or new TOS within the Services will constitute affirmative and binding acceptance by you of the changes.
21.6 Third-Party Services
21.7 Compliance with TOS and Applicable Law
You must comply with all of the terms and conditions of these TOS, the applicable agreements and policies referred to above, and all applicable laws, regulations, and rules when you use the Services.
Effective Date: December 15, 2015
Types of Information Collected
Elify collects certain Personal Information from you when you register for and use our Services.
Personally Identifiable Information
Personally Identifiable Information is any information that can be used to identify you personally, and includes but is not limited to your name, address, phone number, and email address. Furthermore, Elify will receive certain credit card, or other payment information from you.
Non-Personally Identifiable Information
This is generalized information and cannot be used to easily identify you personally. When you use our Services we collect certain Non-Personal Information. Such information includes but is not limited to your IP address, your ISP, your browser type, your operating system, your clickstream patterns, the URL of the most recent website you visited before coming to our websites, the amount of time you spend in Elify using Services, and the pages you viewed while on our sites or using Services.
Methods of Collection
Elify collects your Personal Information in several different ways. First, we collect information when you provide it to us; for example when registering for Services, when you set up an Elify profile, or when you communicate with us directly via, phone, e-mail or our websites. We also employ commonly used analytic and reporting software technologies to collect certain Non-Personally Identifiable Information.
Use of Personal Information
Personally Identifiable Information
Personally Identifiable Information is only used for Elify’s own internal purposes including but not limited to; providing the Services to you, offering you support with customer service issues, and maintaining and improving the Services.
Non-Personally Identifiable Information
Elify uses Non Personally Identifiable Information to track and analyze the usage and performance of its Services and websites. Elify uses this information internally to assist in determining changes and/or upgrades to the Services, whether to add or discontinue specific Services, and for internal market analysis purposes.
Disclosure of Personal Information
In general, we do not disclose Personal Information to third parties without your prior consent. However, we reserve the right to do so in certain limited situations as identified below:
1) Disclosure to Third Party Service Providers
In the course of providing Services to you, we may at our option use third party service providers to provide some or all of the Services. An example of this would be the use of third party payment processing companies to process payments made by you for any Subscription based Services or Service fee. We make all commercially reasonable efforts to make sure that these third party vendor's use your Personal Information only to the extent necessary to provide the Services to you. However, we cannot guarantee that a third party vendor will not disclose your Personal Information.
2) Disclosure to Other Third Parties
We reserve the right to disclose your Personal Information to protect or enforce Elify’s rights, or the rights of a third party, to prevent an emergency, or as may be required by law, including but not limited to, complying with subpoenas or court orders.
3) Successors in Interest
We may also disclose your Personal Information to any successor in interest to our company, including, but not limited to any third party company that may acquire or merge with Elify. In the event of a merger or sale of all or substantially all of the assets of Elify, your Personal Information will most likely be part of the transaction. If such a transaction happens, we will notify you by the methods listed in the Terms of Service concerning the transaction and the transfer of your Personal Information.
4) Disclosure of Non-Personally Identifiable Information
We may disclose any Non Personally Identifiable Information we collect to our strategic business partners, potential business partners, vendors, investors, advisors and customers. This information is usually disclosed in terms of aggregate numbers. Since the information cannot be traced back to you directly, you may not “opt out” of our use of such Non Personally Identifiable Information.
Security of Personal Information
We employ commercially reasonable technology and systems to protect your Personal Information from unauthorized access and disclosure. For example, sensitive information is transmitted to us in an encrypted format using secure socket layer technology. However, no protection methods are 100% secure, and therefore we cannot guarantee the 100% security of your Personal Information. We are not responsible for any disclosure of Personal Information due to any errors in transmission of your information, or any unauthorized third party access or any other acts by third parties, or any acts or omissions beyond our reasonable control.
Public and Shared Nature of Certain Content
The Services provided by Elify now or in the future may be accessible by the public. Examples of publically accessible information include, but are not limited to Member’s public user profile, any information you make publicly available for other Members to discover, any information you directly share with other Members. We are not responsible for third parties uses of any Personal Information contained in these public disclosures.
Receipt of Marketing Materials
You may “opt out” from receiving marketing materials from us at any time. If at any time you wish to discontinue receiving promotional materials from Elify please follow the instructions for removal contained on the most recent communication from Elify, email email@example.com, or write to Elify Customer Service, 3333 S Wadsworth Blvd, Suite 333, Lakewood, CO 80227. We also offer you the ability to unsubscribe from certain communications through your Elify account settings control panel.
Information Concerning Children
Our Services are only for those adults and children over the age of 13. We do not knowingly collect any information from children under the age of 13. We will affirmatively delete any information which we have knowledge came from or pertains to a child under the age of 13. Children between the ages of 13 and 18 may use Elify Services only under the supervision of a parent or legal guardian. If you are a parent or legal guardian of a child between the ages of 13 and 18 and you do not want your child’s Personal Information in our records, or do not wish to receive communications from us, please contact us by emailing firstname.lastname@example.org or write to Elify Customer Service, 3333 S Wadsworth Blvd, Suite 333, Lakewood, CO 80227.
Effective Date: December 15, 2015
Elify Member Supplied Content Policy (“Content Policy”). This policy governs all the data (“Content”) Members upload to our database for use with the Services provided by Elify. This policy is issued under Elify’s Terms of Service (“TOS”). Any capitalized terms not defined herein, shall have the same meaning ascribed to them in the TOS. Elify reserves the right to make changes to this policy at any time in its sole discretion. You will be notified of changes in this policy as provided for in the TOS.
Ownership of Content:
Members may only upload Content to our database that they have legitimate rights to or have permission from the owner to use. By uploading the content you are warranting to Elify that your use of the Content in conjunction with the Services does not violate or infringe on any third party’s right in or to the Content.
Prohibited Content or Uses:
Additionally, Members may not upload any Content that is:
Elify reserves the right to monitor the Content you upload to our database and remove or block such content that it deems, in its absolute discretion, to be in violation of this policy, without any liability to you or any third party.
As used throughout this Member-Affiliate Agreement, the term “Agreement” collectively refers to the Elify Member-Affiliate Agreement, Terms of Service, Affiliate Program Overview, and any other document incorporated by reference in the aforesaid. These documents, in their current form, and as may be amended by Elify at its sole discretion, constitute the entire contract between Elify and the Elify Member-Affiliate. No other representation, promise, or agreement, shall be binding on the parties unless in writing and signed by an authorized officer of Elify.
Any financial amounts or examples used to illustrate affiliate commissions should not be construed as guaranteed projections of income. Any written or oral reference to specific or potential earnings are for educational purposes only and are not necessarily representative of actual income potential through participation in Elify’s Affiliate Program. Commissions result solely from Member Direct Referral signups and Network Referral signups. Member skills, work effort, and market conditions may affect earnings. Elify does not guarantee any level of income.