Terms of Use

Last Updated: 30th September 2016

Introduction

Welcome to ellp.com. Please read this agreement carefully before using the services offered by Ellp Limited (“Ellp”). By using and/or visiting the ellp.com website and the Ellp task automation and device task linking service (collectively, the “Service”) accessed through the Website You signify Your consent to (i) abide to these Terms of Use; (ii) Ellp’s Privacy Policy; (iii) any other guidelines, rules and policies which may be posted and updated on the Website from time to time. All such guidelines, rules and policies are incorporated by reference into these Terms of Use, hereinafter “TOU”.

If you disagree with any of the terms below, you will not have a right to use the Service. The individual who accepts these terms and conditions, must be aged 18 years or older. You certify to Ellp that if you are an individual (i.e., not a corporation) you are at least 18 years of age. You also certify that you are legally permitted to use the Service and access the Website, and take full responsibility for the selection and use of the Service and access of the Website. These Terms of Use are void where prohibited by law, and the right to access the Website and use the Service is revoked in such jurisdictions.

Ellp expressly reserves the right to modify these TOU at any time in its sole discretion, and without prior notice to you, by including such alteration and/or modification in these TOU, along with a notice of the effective date of such modified TOU. Any continued use by you of the Website or the Service after the posting of such modified TOU shall be deemed to indicate your irrevocable agreement to such modified TOU. Accordingly, if at any time you do not agree to be subject to any modified TOU, you may no longer use the Website or Service.

Definitions

‘Content’ means all the text, HTML, information, software, scripts, graphics, logos, photos, audio, music, videos, press releases, data sheets, product descriptions, FAQ’s, interactive features, all other material available on the Website and/or the Service and all content and blog posts published on the Ellp blog https://blog.ellp.com/, and all Intellectual Property Rights contained therein, excluding User Material; ‘Ellp’ means the owner and/or operator of the Website;

‘Intellectual Property Rights’ means copyright, database rights, trademarks, service marks, trade dress, moral rights, author’s rights, and other intellectual property rights, design rights (whether capable of being registered or otherwise) as may exist now or hereafter come into existence in any jurisdiction in the world, and all renewals and extensions thereof;

‘Terms of Use’ or ‘TOU’ mean these terms and conditions by which access and use of the Website and/or Service is regulated;

‘User’ or ‘You’ means any person accessing or making use of the Website and/or Service;

‘User Material’ means all the text, information, software, scripts, graphics, photos, sounds, music, videos, interactive features and all other material submitted, posted, supplied, uploaded, communicated, published or in any other manner made available by the User on the Website;

‘Website’ means the Ellp website located at https://www.ellp.com

1. Ownership

1.1 The Website is owned by Ellp Limited, registered in Malta under Company Registration Number C 73921 with its registered office at ‘Progetta House’, Ground Floor 62-64, Tower Road, Swatar, Birkirkara BKR4012, Malta.

1.2 All Content (including its organization and presentation) is owned by Ellp or licensed from third parties and subject to copyright and other Intellectual Property Rights. You may retrieve and display Content from this Website on a computer screen, print individual pages and store such pages in electronic form on disk excluding any storage device connected to a network, strictly for Your own personal, non-commercial use. All other usage is precluded unless Ellp’s prior written consent is obtained. All other trademarks that appear on this Website and are not owned by Ellp, and are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Ellp.

2. Fees

2.1 Ellp reserves the right to charge fees for future use of or access to the Website or the Service.

3. User Conduct, User Material and Feedback

3.1 You represent and warrant that You are of sufficient legal age to use the Website / Service and to create binding legal obligations for any liability You may incur as a result of Your use of the Website / Service. You agree not to use the Website for any purpose that is unauthorized or unlawful and You acknowledge that Your failure to do so may subject You to civil and criminal liability. You further agree to abide by all applicable local, state, national and international laws and regulations.

3.2 You agree not to send, receive, upload, download, store, use, provide, distribute, publish or in any way make available or link to the Website or Service any User Material that:

  • is discriminatory on the basis of a person’s sex, race, disability, age, sexual orientation, religion or belief;
  • is hateful, harassing or abusive by intent or otherwise;
  • is derogatory to any individual or group or causes any other person annoyance, inconvenience or worry;
  • is defamatory, libellous or deceptive about any person, organization or product;
  • is offensive, obscene, indecent, sexually explicit, pornographic, threatening or criminal;
  • is in violation of the privacy of others or otherwise breaches any obligation of confidentiality by which You are bound;
  • unfairly criticizes or misrepresents others;
  • is reasonably considered to be of an inflammatory nature or constitutes discussion on politics, religion and religious matters;
  • plagiarizes or is in breach of Intellectual Property Rights of any other third party or in violation of any terms of use of any website;
  • constitutes unsolicited, commercial or advertising material, pyramid schemes, chain letters or other junk mail of any kind;
  • contains any viruses, Trojan horses, worms, scrapers, time bombs, cancelbots or any other computer programming routines or engines that are intended to damage, detrimentally interfere with, modify, impede, surreptitiously intercept or expropriate any system, data or information or others’ use of the Website;
  • constitutes an offer, for sale or otherwise, of any firearms, explosives, weapons, tobacco products, controlled substances, pharmaceuticals, counterfeit or stolen articles, registered or unregistered securities, or any items that would cause Ellp to violate any applicable law or regulations; or
  • is likely to create any liability (whether criminal or civil, and whether for You or Ellp).

3.3 The TOU confer no rights, benefits or claims upon any person or entity not a party hereto. You acknowledge that these Terms of Use and Your participation in and use of the Website do not constitute any relationship or affiliation between You and Ellp and You undertake not to purport to have any such relationship. You shall therefore not pretend to be Ellp or any other entity or individual or misrepresent Your affiliation with another person or entity and You must not falsify the origin or source of the Content or other material contained in Your User Material.

3.4 You may link to the Website provided that You comply with the following: i) You do not create a frame, browser or border around the content of the Website ii) You do not misrepresent your relationship with Ellp or imply that it is endorsing You or Your products or services iii) You do not link to a website that breaches any provisions of item 3.2 above and iv) You agree that Ellp reserves its rights to rescind its consent to allow links in general or specific instances, in which case any links already set up would have to be removed pursuant to Ellp’s rights.

3.5 You warrant that You are the owner or licensee of the User Material and that You have the necessary rights, license or authorization to publicly display and distribute such User Material and that the making available of the User Material on the Website does not infringe rights of third parties.

3.6 You will be solely responsible for Your own User Material and the consequences of submitting, posting, supplying, uploading, communicating, publishing or in any other manner make available such User Material on the Website. You acknowledge that You have no expectation of privacy or confidentiality with respect to Your User Material. You expressly warrant that You either own or have secured the necessary licenses, rights, consents and permissions to enable Ellp to include the User Material as part of the Website and in the manner contemplated by these TOU.

3.7 You may retrieve and display User Material from this Website on a computer screen, print individual pages and store such pages in electronic form on disk excluding any storage device connected to a network, strictly for Your own personal, non-commercial use. All other usage is precluded unless Ellp’s prior written consent is obtained.

3.8 By submitting, posting, supplying, uploading, communicating, publishing or in any other way make available any User Material You grant an irrevocable, worldwide, royalty-free license to Ellp to use, reproduce, modify, translate, transmit, distribute, sub-license, and/or create derivative works of such User Material in any media formats and through any media channels now existing or hereafter developed, for any purpose, including commercial uses. You will remain solely responsible for the User Material in accordance with this Clause.

3.9 User Material is not reviewed by Ellp before it appears on the Website and consequently Ellp does not guarantee the accuracy, usefulness, safety or intellectual property rights of any User Material. Ellp shall not be obliged to monitor or review the User Material that appears or is available on the Website, nevertheless publication of any User Material will be at the sole discretion of Ellp and Ellp may, in its discretion and without notice to You, edit, modify, refuse or remove any User Material, both prior to as well as after publication.

3.10 ANY VIEWS EXPRESSED BY THIRD PARTIES DISPLAYED ON THE WEBSITE OR INCLUDED IN ANY USER MATERIAL, ARE THE VIEWS OF THOSE INDIVIDUALS, AND ARE NOT IMPLIED, ENDORSED, SUPPORTED, SANCTIONED OR ENCOURAGED BY Ellp OR ANY OF ITS ASSOCIATES OR REPRESENTATIVES. YOU UNDERSTAND THAT YOU WILL BE EXPOSED TO USER MATERIAL AND/OR STATEMENTS THAT MAY BE INACCURATE, OFFENSIVE, INDECENT OR OBJECTIONABLE.

3.11 Ellp will not accept any responsibility or liability for any User Material and You agree to waive any right or remedy against Ellp regarding any User Material including without limitation the removal or amendment of such User Material.

3.12 If You choose to communicate to Ellp any feedback, ideas or suggestions for improvement of the Website or Service offered by Ellp (“Feedback”), Ellp shall have the right to freely use, modify, share, distribute and communicate such Feedback for any and all commercial and/or non-commercial purposes, without charge and free of any obligation of attribution. You warrant that any such Feedback you elect to communicate to Ellp is not subject to any license or any other third party right.

4. Ellp’s Service

4.1 Ellp’s Website and Service are the copyrighted works of Ellp or its supplies. The use of Ellp’s Service is also subject to the applicable EULA under which it is made available. You will be unable to install any Ellp Service unless You first agree to the terms and conditions of the EULA. The EULA terms for each Ellp Service are available for review here.

5. Support

5.1 Ellp may elect to provide you with support or modifications for the Service (collectively, “Support”), in its sole discretion, and may change, reduce or terminate such Support at any time without notice to you. Ellp reserves the right to charge fees for Support.

6. Notice and take-down

6.1 If You believe that Your rights, these TOU or any law or regulatory guideline have been infringed by any Content or User Material, or that the Website contains links or other references to another online location that contains material or activity that infringes Your rights, these TOU or any law or regulatory guideline as aforesaid, please contact Ellp by email to help@ellp.com Once Ellp is made aware of any infringement or contravention, Ellp may, in good faith and in its sole discretion, amend or remove the relative Content, User Material or link.

7. Further Action

7.1 Ellp reserves the right at its discretion, but undertakes no duty, to restrict, suspend or terminate Your access to the Website / Service if it considers Your behavior as violating these TOU at any time, in its sole discretion and without notice.

8. Personal Information

8.1 Any personal information we collect from You is processed in accordance with Ellp’s Privacy and Cookies Policy.

8.2 You are responsible to maintain the accuracy of any registration information You provide to Ellp. Multiple registrations are prohibited and are grounds for immediate deletion of the relative accounts.

9. Indemnification

9.1 YOU AGREE TO DEFEND, INDEMNIFY AND HOLD Ellp AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, LICENSORS, SUPPLIERS AND OTHER PARTNERS (COLLECTIVELY, ‘Ellp INDEMNITEES’) HARMLESS, IN FULL AND IN PERPETUITY AGAINST ANY THIRD PARTY LIABILITIES, CLAIMS, COSTS, EXPENSES, OBLIGATIONS, LOSSES OR DAMAGES, INCLUDING CONSEQUENTIAL LOSS THAT MAY ARISE FROM I) YOUR USER MATERIAL; II) YOUR UNAUTHORISED USE OF MATERIAL OBTAINED THROUGH THE WEBSITE; III) YOUR BREACH OF THESE TERMS OF USE; IV) YOUR USE AND ACCESS TO THE WEBSITE V) ANY OTHER VIOLATION, ALLEGED OR ACTUAL, OF ANY THIRD PARTY RIGHT. YOU ARE SOLELY RESPONSIBLE FOR DEFENDING ANY SUCH CLAIMS, AND FOR PAYMENT OF LOSSES, COSTS, DAMAGES OR EXPENSES RESULTING FROM THE FOREGOING TO BOTH A THIRD PARTY AND TO THE Ellp INDEMNITEES IN CONNECTION THEREWITH. YOU SHALL NOT, WITHOUT THE PRIOR EXPRESS WRITTEN APPROVAL OF Ellp, SETTLE, DISPOSE OR ENTER INTO ANY PROPOSED SETTLEMENT OR RESOULTION OF ANY CLAIM (WHETHER HAVING BEEN FINALLY ADJUDICATED OR OTHERWISE) BROUGHT AGAINST YOU, IF SUCH SETTLEMENT OR RESOLUTION RESULTS IN ANY OBLIGATION OR LIABILITY FOR ANY Ellp INDEMNITEE. THIS DEFENSE AND INDEMNIFICATION OBLIGATION WILL SURVIVE THESE TOU AND YOUR ACCESS AND/OR USE OF THE WEBSITE.

10. Disclaimer

10.1 YOU UNDERSTAND AND AGREE THAT THIS WEBSITE, ITS CONTENT AND USER MATERIAL ARE PROVIDED ‘AS IS’ AND ‘AS AVAILABLE’ AND THAT ANY USE OF THE WEBSITE, THE CONTENT AND/OR USER MATERIAL WILL BE AT YOUR OWN RISK. Ellp GIVES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, IMPLIED OR EXPLICIT, ABOUT THE WEBSITE, ITS CONTENT OR USER MATERIAL, NOR THAT ACCESS TO SUCH WEBSITE, CONTENT OR USER MATERIAL WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, TIMELY, SECURE, ACCURATE, RELIABLE, OF ANY QUALITY OR SAFE IN ANY MANNER FOR DOWNLOAD AND/OR ANY OTHER USE. TO THE FULLEST EXTENT PERMITTED BY LAW, Ellp EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES REGARDING THE WEBSITE AND ITS CONTENT AND USER MATERIAL, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY OR COMPLETENESS OF CONTENT, USER MATERIAL, TITLE, NON-INFRINGEMENT, OR THE AVAILABILITY OR QUALITY OF ANY PRODUCTS OR SERVICES AVAILABLE VIA THE WEBSITE.

10.2 This Website may contain links to third party websites and/or services that are not owned or controlled by Ellp. Ellp has not reviewed, does not endorse, guarantee or assume responsibility for any product or service advertised or offered by any third party through the Website or any hyperlinked website or included in any banner or other advertising, and You agree that the purchase or use of any third party product or service is solely upon any terms and conditions imposed by the third party, at Your choice and Your own risk. Access to any third party website or services from this Website is likewise Your choice and at Your own risk and Ellp shall assume no responsibility for the content, privacy policies, or practices of any such third party websites or services.

10.3 Ellp operates or controls the operation of this Website and the Service from offices in Malta. In addition, the Website and the Service may be mirrored, and other websites operated or controlled by Ellp may be located, at various locations in and outside of Malta. You acknowledge that you are solely responsible for any decision by you to use of this Website and/or the Service from other locations, and that such use may be subject to, and that you are responsible for, compliance with applicable local laws. Ellp makes no representations that the Website/ Service are appropriate or available for use in all locations.

11. Limitation of Liability

11.1 IN NO EVENT SHALL Ellp OR ITS SUPPLIERS, AFFILIATES, SUBSIDIARIES, PARTNERS, LICENSORS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND/OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR DIRECT, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS OR REVENUE, INTERRUPTION, LOSS OF PROGRAMS OR OTHER INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING DIRECTLY OR INDIRECTLY FROM (I) YOUR USE OF OR ACCESS TO THE WEBSITE / SERVICE, OR ANY CONTENT, PRODUCTS OR SERVICES DISTRIBUTED ON OR PROVIDED THROUGH THE WEBSITE/ SERVICE, (II) FOR ANY FAILURE OR INTERRUPTION OF THE WEBSITE/ SERVICE; WHETHER AS A RESULT OF ERRORS, OMISSIONS, LOSS OF DATA, DEFECTS, VIRUSES, INTERRUPTIONS OR DELAYS IN OPERATIONS OR TRANSMISSION OR ANY OTHER CAUSE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF Ellp OR ITS SUPPLIERS, AFFILIATES, SUBSIDIARIES, PARTNERS, LICENSORS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND/OR AGENTS HAVE BEEN EXPRESSLY ADVISED OR COULD HAVE REASONBALY KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 IN ANY EVENT, AND WITHOUT PREJUDICE TO THE ABOVE, Ellp’S TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THESE TERMS OF USE OR IN RESPECT OF THE USE OR EXPLOITATION OF ANY PART OR ALL OF THE WEBSITE, THE CONTENT OR USER MATERIAL IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO A HUNDRED (€100) EUROS.

11.3 SOME JURISDICTIONS RESTRICT THE LIMITATION OF LIABILITY OR DAMAGES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IF ANY PART OF THE LIMITATION OF LIABILITY SET FORTH ABOVE IS UNENFORCEABLE UNDER APPLICABLE LAW, Ellp’S AGGREGATE LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

12. General

12.1 These TOU and all other guidelines, rules and policies incorporated by reference constitute the entire agreement between You and Ellp relating to their subject matter and cancel and supersede any prior agreements between You and Ellp in relation to the Website / Service. By accessing and making use of the Website/ Service, You acknowledge that You have read these TOU, understand them and agree to be bound by them. By Your continued use of the Website/ Service, You affirm Your willingness to be bound by these TOU. If You do not agree with any of the terms of these TOU including the aforementioned guidelines, rules and policies, You should exit and cease to use the Website/ Service, delete or destroy all Content and User Material which You have in Your possession and refrain from accessing this Website/ Service in the future. You may also be subject to additional terms and conditions that may apply when You use Ellp or third-party products or services.

12.2 If any part of these TOU is held by a court of competent jurisdiction to be unenforceable, the validity of the remainder of these TOU will not be affected.

12.3 These TOU are governed by the laws of Malta, and subject to the non-exclusive jurisdiction of the Maltese Courts. Ellp shall retain the right, at its option and for its exclusive benefit, to institute proceedings regarding or relating to your use of the Website in the courts of the country in which You reside.

12.4 Rights and obligations under these TOU which by their nature are intended to survive termination, including, without limitation, the indemnification and limitation of liability provisions, will remain in full effect after termination or expiration of these TOU.

12.5 Any express waiver or failure to exercise promptly any right under these TOU shall not create a continuing waiver or any expectation of non-enforcement. Failure to comply to these TOU may lead to action being taken against You. Nothing in this Agreement will be deemed to confer any third party rights or benefits.