Terms of Service
LAST UPDATED : Apr 2nd 2018.
Overview
This website (https://www.allelements.com), and all the subdomains listed under *.allelements.com are operated by All Elements Inc, a Delaware corporation doing business in North Carolina. Throughout this document, the terms “we”, “us” and “our” refer to All Elements and the terms “customer”, “user”, “visitor”, refers to you. All Elements offers this website (including all subpages) and all the subdomains under *.allelements.com (together our “Sites”), including all information, tools and services available from these Sites to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated in these Terms of Service.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE ACCESSING OR USING OUR SITES. BY ACCESSING OR USING ANY PART OF THE SITES, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE. BY VISITING OUR SITES AND/OR PURCHASING SOMETHING FROM US, YOU ENGAGE IN OUR “SERVICE” AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS (OUR “TERMS OF SERVICE”), INCLUDING THOSE ADDITIONAL TERMS AND CONDITIONS AND POLICIES REFERENCED HEREIN AND/OR AVAILABLE BY HYPERLINK.
These Terms of Service apply to all users of our Sites. If you are using the Services on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind such organization to these Terms of Service and you agree to be bound by these Terms of Service on behalf of such organization. Agreeing to use the Services by clicking “Sign up” constitutes your acceptance and agreement to be bound by these Terms of Service, and all other operating rules, policies and procedures that may be published from time to time on the Website by us, each of which is incorporated by reference and each of which may be modified from time to time without notice to you.
All Elements reserves the right, at any time and from time to time, to amend or to modify these Terms of Service without prior notice to you, provided that if any such alterations constitute a material change to these Terms of Service, All Elements will notify you by posting an announcement on the Website. Amendments and modifications shall take effect immediately when posted on the Website. By continuing to access or use the Services after any such amendments or modifications, you agree to be bound by such amended or modified Terms of Service. For this reason, we encourage you to review the Terms of Service whenever you use the Services. If you do not agree to any change to these Terms of Services, then you must immediately stop using the Services.
Provision of Service; Access Right.
Subject to the terms and conditions of this Agreement, during the applicable Service Term, All Elements will provide you with the Service described on one or more Order Form(s). All Elements will host the Service (either directly or through a third party hosting services provider) and may update the content, functionality, and user interface of the Service from time to time. Unless otherwise specified in the applicable Order Form, the Services are purchased on a subscription basis. you has a non-exclusive, non-sublicenseable, nontransferable right to access and use the Service and display the All Elements Technology during the applicable Service Term, solely for your internal business purposes in connection with the use case(s) (if any) set forth in the Order Form. All Elements reserves all rights not expressly granted hereunder. You acknowledge that in order to use the Service, you understand that: (a) you must independently have or must independently obtain Internet access, either directly or through devices that access Web-based content, as well as browser software that supports protocols used by All Elements; (b) you must follow logon procedures for the services that support such protocols; and (c) All Elements assumes no responsibility for the foregoing.
Access and License Restrictions.
You will not (i) sublicense, sell, transfer, assign, distribute or otherwise commercially exploit the Services or All Elements Technology; (ii) modify or create derivative works based on the Services or All Elements Technology; (iii) create Internet “links” to the Services or “frame” or “mirror” any content provided in connection therewith; or (iv) reverse engineer or access the Services or All Elements Technology in order to build a product using features, functions or graphics similar to the Service or All Elements Technology; (v) copy any features, functions or graphics of the Services or All Elements Technology; (vi) allow User subscriptions to be shared or used by more than one individual User (except that User subscriptions may be reassigned to new Users replacing individuals who have terminated employment or otherwise changed job status or function and no longer need to use the Service; (vii) use the Services to: (a) send unsolicited or unlawful messages; (b) send or store infringing, obscene, threatening, harmful, libelous, or otherwise unlawful material, including material harmful to children or violative of privacy rights; (c) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, or agents; (d) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (e) attempt to gain unauthorized access to the Service or its related systems or networks; or (viii) provide or disclose to, or permit use of the Service or All Elements Technology by, persons other than Users.
Security/Data Integrity.
All Elements will maintain reasonable administrative, physical, and technical safeguards designed for the protection, confidentiality, and integrity of your Data. All Elements will not: (a) disclose you Data except as compelled by law or as you expressly permits in writing, or (b) access you Data except to provide the Services or prevent or address service or technical problems, or at you request in connection with support matters. You acknowledge that it is not feasible for All Elements to accommodate conflicting data security requirements from multiple All Elements customers; accordingly, All Elements will use good faith efforts to accommodate your request as and where feasible; however, failure to accommodate your request will not be deemed a breach of this Agreement.
Your Responsibilities.
You will abide by all applicable laws, treaties and regulations regarding use of the Services. You will be responsible and liable for the acts and omissions of all Users in connection with this Agreement, as well as any and all access to and use of the Service by any User or any other person logging in under a User ID registered under your account or providing and/or receiving your Data or other information through the Service. You acknowledge that your access information, including User IDs and passwords, will be your “key” to the Service; accordingly, you will be responsible for maintaining the confidentiality of such access information. you will: (i) notify All Elements promptly of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to All Elements promptly and use reasonable efforts to stop immediately any copying or distribution of All Elements Technology that is known or suspected by you or your Users; and (iii) not impersonate another All Elements user or provide false identity information to gain access to or use the Service. All Elements will not be responsible for any unauthorized use until you notify All Elements of the same, in writing.
Services.
We reserve the right, but are not obligated, to limit the sales of our Services to any person, geographic region, or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of Services that we offer. All descriptions of Services, including pricing descriptions, are subject to change at any time without notice, at our sole discretion. We reserve the right to discontinue any Service at any time. Any offer for any product or Service made on our Sites is void where prohibited.
Intellectual Property Ownership.
As between All Elements and you, you own all rights, title and interest, including all related Intellectual Property Rights, in and to your Data. As between All Elements and you, All Elements (or its licensors and suppliers) owns and will continue to own all right, title and interest, including all related Intellectual Property Rights, in and to the Service and the All Elements Technology. The foregoing also includes any and all system performance data and machine learning, including machine learning algorithms, and the results and output of such machine learning. No jointly owned intellectual property is created under or in connection with this Agreement. We may use any feedback regarding any suggested improvements to the Service for any purpose, including without limitation to modify, supplement, or improve the Service without payment or compensation to you.
Billing and Payment.
Fees; Payment. you will pay all fees or charges to your account pursuant to the Order Form. Fees are a factor of subscription volume, length of service term, number of nodes, data volume, and other variables. Unless otherwise set forth in an Order Form, amounts are due and payable within thirty (30) days following the date of the applicable invoice. Except as otherwise specified herein or in an Order Form, (i) fees are quoted and payable in United States dollars (ii) fees are based on services purchased and data volume used and not actual usage, (iii) payment obligations are non-cancelable and fees paid are non-refundable, and (iv) the number of subscriptions purchased cannot be decreased during the relevant subscription term stated on the Order Form. If an Order Form specifies any limits for the applicable Service, you agree not to exceed such limit(s); otherwise, All Elements will charge for, and you agree to pay for such additional access.
Effect of Nonpayment. All Elements may suspend or terminate this Agreement and the Services may be suspended or terminated if you account falls into arrears. Unpaid amounts are subject to interest at the lesser of 1.5% per month or the maximum permitted by law plus all collection costs. you will continue to be charged for Services during any suspension.
WARRANTY DISCLAIMERS.
EXCEPT AS WARRANTED HEREIN, ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE DISCLAIMED. ALL ELEMENTS’ SERVICES MAY BE SUBJECT TO, AND ALL ELEMENTS IS NOT RESPONSIBLE FOR, LIMITATIONS, RISKS, AND OTHER PROBLEMS INHERENT IN ELECTRONIC COMMUNICATIONS, AND ALL ELEMENTS DOES NOT WARRANT THAT USE OF THE SERVICES IS RISK-FREE. ALL ELEMENTS DOES NOT PROVIDE REPRESENTATIONS, WARRANTIES, OR ASSURANCES AGAINST INTERCEPTION OR ACCESS, AND WITHOUT LIMITING ALL ELEMENTS’ OBLIGATIONS UNDER SECTION 2.3, ALL ELEMENTS IS NOT RESPONSIBLE FOR ANY UNAUTHORIZED ACTS RESULTING IN LOSS OF OR DAMAGE TO you DATA OR OTHER PROPERTY IN CONNECTION WITH your USE OF THE SERVICES. you ACKNOWLEDGES AND AGREES THAT PURCHASES HEREUNDER ARE NEITHER CONTINGENT NOR DEPENDENT ON THE DELIVERY OF ANY FUTURE FUNCTIONALITY OR FEATURES NOR STATEMENTS RELATING THERETO. ALL ELEMENTS MAY, IN PERFORMING ITS OBLIGATIONS PURSUANT TO THIS AGREEMENT, BE DEPENDENT UPON OR USE DATA, MATERIAL, AND OTHER INFORMATION FURNISHED BY you WITHOUT ANY INDEPENDENT INVESTIGATION OR VERIFICATION THEREOF, AND ALL ELEMENTS MAY ASSUME THAT SUCH INFORMATION IS ACCURATE, COMPLETE, AND LEGALLY SUFFICIENT. IN PERFORMING THE SERVICES, ALL ELEMENTS MAY BE MAKING RECOMMENDATIONS AND PROVIDING ADVICE, BUT ALL DECISIONS AS TO IMPLEMENTING SUCH ADVICE AND RECOMMENDATIONS WILL BE MADE BY AND WILL BE THE SOLE RESPONSIBILITY OF you ; ALL ELEMENTS WILL NOT BE LIABLE TO you FOR ANY RESULT OBTAINED OR NOT OBTAINED AS A CONSEQUENCE OF your IMPLEMENTATION OF SUCH ADVICE OR RECOMMENDATIONS.
Indemnity.
You agree to indemnify, defend and hold harmless us, our affiliates, officers, directors, employees, consultants, interns, agents, suppliers and resellers from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees as and when incurred) arising from your use of the Service, Your use of your Account, your violation of these Terms of Service or the infringement or violation by you or any other user of your account, of any intellectual property relating to the Service (including without limitation your User Content) or other right of any person or entity.
Limitation of Liability.
In no event will we or our affiliates, suppliers or resellers be liable for any special, incidental, indirect, exemplary or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss or damage) arising out of the use of or inability to use the Service, or the provision of or failure to provide technical or other support service, whether arising in tort (including negligence) contract or any other legal theory, even if we, our affiliates, suppliers or resellers have been advised of the possibility of such damages. In any case, we, our affiliates’, suppliers’ and resellers’ maximum cumulative liability and your exclusive remedy for any claims arising out of or related to this Agreement will be limited to the amount actually paid by you for the Service (if any) in the previous twelve (12) months.
Export Compliance.
You acknowledge that the Services may be subject to U.S. and foreign export and import restrictions. You will not and will not allow any export or re-export of any part of the Services, or any direct product thereof: (a) into (or to a national or resident of) any embargoed or terrorist-supporting country; (b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals; (c) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (d) otherwise in violation of any export or import restrictions, laws or regulations. You agree to the foregoing and warrants that it is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list. The Services are further restricted from being used for the design or development of nuclear, chemical, or biological weapons or missile technology, or for terrorist activity, without the prior permission of the United States government.
Waiver; Amendment; Severability.
A party’s failure to enforce any provision in this Agreement will not constitute a waiver unless in writing. No amendment hereof will be effective unless in writing and signed by both parties. If any provision of this Agreement is unenforceable, it will be changed and interpreted to accomplish the objectives of such provision to the extent legally permissible; remaining provisions will continue in full force and effect. Neither party will be liable for failure to perform due to causes beyond its reasonable control.
General
By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence. We reserve the right to refuse service to anyone for any reason at any time. Our failure to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
Entire Agreement.
This Agreement forms the entire agreement between you and All Elements regarding the subject matter hereof. It supersedes all prior or contemporaneous negotiations or agreements between the parties regarding its subject matter. Any preprinted terms on any customer purchase order will have no effect on the terms of this Agreement and are hereby rejected. Headings are for reference purposes. “Including” means “including but not limited to.”
Publicity.
During any applicable Service Term, you grant All Elements the right to identify you as a you of the applicable Services, including using your logo, solely in marketing materials and on All Elements’ website. Neither party shall issue any press release regarding this Agreement without the prior written consent of the other party.
Assignment.
You may not assign this Agreement, by operation of law or otherwise, without All Elements’ prior written approval. Any attempted assignment in violation of the foregoing will be null and void.
Governing Law; Venue.
This Agreement will be governed by North Carolina law, without regard to conflicts of law provisions. Neither the U.N. Convention of Contracts for the International Sale of Goods nor UCITA will apply. Any dispute arising out of or relating to this Agreement shall be brought in the courts of North Carolina, Wake County, or in the United States District Court for the Eastern District of North Carolina. Each party hereby consents to the exclusive jurisdiction of such courts.