Terms of Service

Last Modified: August 10, 2016

Welcome to Elucify, provided by Elucify, Inc. (“Elucify,” “we,” “our,” or “us”). These Terms of Service govern your use of the Elucify website and the software, services, and APIs that are available there or that integrate with your email service, as well as any other websites, subdomains, or services owned or controlled by Elucify (collectively, the “Service”). To access the Service, users must at all times agree to and abide by these Terms. The Service allows you to submit, store, and access certain business data and other information related to you, your customers, or your business, including without limitation, information about other individuals in your email and contacts services and Lead Data as defined in the Privacy Policy (collectively, “User Data”).

This Terms of Service for the Service is a legal contract between you, either an individual subscriber, customer, member, or user of at least 18 years of age or a single company, organization, or entity (“you” or, collectively with other users, “Users”) and Elucify regarding your use of the Service. Elucify may have different roles with respect to different types of Users, and “you” as used in these Terms will apply to the appropriate type of User under the circumstances.

Please read carefully the following terms of service. By registering for and/or accessing, browsing, using or subscribing to the Service, or by clicking “I Agree,” or otherwise affirmatively manifesting your intent to be bound by these Terms of Service, you signify that you have read, understood, and agree to be bound by the following terms, including any additional guidelines and any future modifications (collectively, the “Terms”), and to the collection and use of your User Data as set forth in the Elucify Privacy Policy. If you are using or opening an account with Elucify on behalf of a company, entity, or organization (collectively, the “Subscribing Organization”) then you represent and warrant that you: (i) are an authorized representative of that entity with the authority to bind such entity to these Terms; (ii) have read these Terms; (iii) understand these Terms, and (iv) agree to these Terms on behalf of such Subscribing Organization. Please read these Terms carefully to ensure that you understand each provision. This Agreement contains a mandatory individual arbitration and class action/jury trial waiver provision that requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions.

1. License Grant. Subject to the terms and conditions of these Terms, Elucify hereby grants to you a limited, personal, non-transferable license to use the Service in the manner contemplated by these Terms solely for your internal business purposes. Users shall have no right to sub-license or resell the Service or any component thereof.

2. Privacy. User privacy is important to us. Please read our Privacy Policy carefully for details relating to the collection, use, and disclosure of your personal information.

3. Guidelines. There may certain Guidelines (defined below) that may be applicable to specific services or features of the Service. If so, we may post such Guidelines to our website or the Services and you will be subject to such additional posted guidelines or rules applicable to specific services and features which may be posted from time to time (the “Guidelines”). All such Guidelines are hereby incorporated by reference into the Terms.

4. Modification of the Terms. Elucify reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms at any time. You agree to review these Terms and any Guidelines periodically for changes. When we change the Terms in a material manner, we will update the ‘last modified’ date at the top of this page and notify you that material changes have been made to these Terms. If any such revision is unacceptable to you, your only remedy is to terminate your Elucify User Account.

5. Mobile Software

5.1 Generally. We may make available software to access the Service via a mobile device (“Mobile Software”). To use the Mobile Software you must have a mobile device that is compatible with the Mobile Software. Elucify does not warrant that the Mobile Software will be compatible with your mobile device. You may use mobile data in connection with the Mobile Software and may incur additional charges from your wireless provider for these services. You agree that you are solely responsible for any such charges. Elucify hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Software for one Elucify account on one mobile device owned or leased solely by you, for your personal use. You may not: (a) modify, disassemble, decompile or reverse engineer the Mobile Software, except to the extent that such restriction is expressly prohibited by law; (b) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Software to any third party or use the Mobile Software to provide time sharing or similar services for any third party; (c) make any copies of the Mobile Software; (d) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Software, features that prevent or restrict use or copying of any content accessible through the Mobile Software, or features that enforce limitations on use of the Mobile Software; or (e) delete the copyright and other proprietary rights notices on the Mobile Software. You acknowledge that Elucify may from time to time issue upgraded versions of the Mobile Software, and may automatically electronically upgrade the version of the Mobile Software that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of these Terms will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Software is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Software or any copy thereof, and Elucify or its third-party partners or suppliers retain all right, title, and interest in the Mobile Software (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in these Terms, is void. Elucify reserves all rights not expressly granted under these Terms. If the Mobile Software is being acquired on behalf of the United States Government, then the following provision applies. The Mobile Software will be deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, reproduction, release, performance, display or disclosure of the Service and any accompanying documentation by the U.S. Government will be governed solely by these Terms of Service and is prohibited except to the extent expressly permitted by these Terms of Service. The Mobile Software originates in the United States, and is subject to United States export laws and regulations. The Mobile Software may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Mobile Software may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Mobile Software and the Service.

5.2 Mobile Software from Apple App Store. The following applies to any Mobile Software you acquire from the Apple App Store (“Apple-Sourced Software”): You acknowledge and agree that these Terms is solely between you and Elucify, not Apple, Inc. (“Apple”), and that Apple has no responsibility for the Apple-Sourced Software or content thereof. Your use of the Apple-Sourced Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple-Sourced Software. In the event of any failure of the Apple-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Sourced Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms and any law applicable to Elucify as provider of the software. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the Apple-Sourced Software or your possession and/or use of the Apple-Sourced Software, including, but not limited to: (a) product liability claims; (b) any claim that the Apple-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation; and all such claims are governed solely by these Terms and any law applicable to Elucify as provider of the software. You acknowledge that, in the event of any third-party claim that the Apple-Sourced Software or your possession and use of that Apple-Sourced Software infringes that third party’s intellectual property rights, Elucify, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms. You and Elucify acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms as relates to your license of the Apple-Sourced Software, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as relates to your license of the Apple-Sourced Software against you as a third-party beneficiary thereof.

5.3 Mobile Software from Google Play Store. The following applies to any Mobile Software you acquire from the Google Play Store (“Google-Sourced Software”): (a) you acknowledge that the Agreement is between you and Elucify only, and not with Google, Inc. (“Google”); (b) your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Service; (c) Google is only a provider of the Google Play Store where you obtained the Google-Sourced Software; (d) Elucify, and not Google, is solely responsible for its Google-Sourced Software; (e) Google has no obligation or liability to you with respect to Google-Sourced Software or the Agreement; and (f) you acknowledge and agree that Google is a third-party beneficiary to the Agreement as it relates to Elucify’s Google-Sourced Software.

6. Eligibility; Termination. The Service is not available to persons under 18 years of age or to any Users previously suspended or removed from the Service by Elucify. Elucify may terminate your account, delete any content or information that you have posted on the Service and/or prohibit you from using or accessing the Service (or any portion, aspect, or feature of the Service) for any reason or no reason, at any time in its sole discretion, with or without notice, including without limitation if it believes that you are under 18.

You agree that Elucify, in its sole discretion and for any or no reason, may terminate any account (or any part thereof) you may have with Elucify. In addition, Elucify reserves the right to discontinue any aspect of the Service at any time, including the right to discontinue the display of any User Data. You agree that any termination of your access to the Service or any account you may have or portion thereof may be affected without prior notice, and you agree that Elucify will not be liable to you or any third-party for such termination. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Service may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Elucify may have at law or in equity.

7. Account Activity Responsibility

7.1 User Accounts. In order to use certain aspects of the Service, you will have to register for the Service and create an account (“User Account”). When creating your account for the Service, you agree to provide true, accurate, current, and complete information. You further agree to maintain and update your personal information as needed to keep it true, accurate, current, and complete. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of your ID, password, or any credit, debit or charge card number), you agree to immediately notify Elucify. You may be liable for the losses incurred by Elucify or others due to any unauthorized use of your User Account.

7.2 Administrator Accounts. The person who first completes the Service registration on behalf of any Subscribing Organization is the initial “Administrator” for purposes of such Subscribing Organization’s use of the Service, and exercises certain options to initially determine the level of access, privacy, and security for the Service related to the Subscribing Organization (“Administrator Account”). For example, the Administrator will determine who can be a User of the Service under the organization associated with that Administrator and Subscribing Organization and the level of privileges that such Users will possess. Once initial registration has been completed, each Subscribing Organization will be able to register additional Administrators (up to 5 per Subscribing Organization). Each Administrator may designate other Users as additional and/or successor Administrators, and is responsible for confirming that those person(s) accept such responsibility. Upon becoming an Administrator, each person will be deemed to agree to the obligations hereunder. In addition, any person designated as the billing contact in the Service billing record for a Subscribing Organization will be deemed to assume the rights and obligations of an Administrator. Administrator Accounts must comply in all respects with all terms and conditions applicable to User Accounts.

7.3 System and Third-Party Service Access (Including Your Email and Contacts Services). You may choose to allow Elucify to automatically retrieve data from your system(s) or third-party systems or services (such as email and contacts services like Gmail or Google) on your behalf. You hereby represent and warrant that you have the permission, authority, and rights to allow Elucify to so automatically access such system(s) and services and you hereby grant Elucify permission to access such system(s) and services and retrieve User Data therefrom by indicating the same within your User Account. Elucify disclaims any and all liability associated with accessing and retrieving User Data from such system(s) and services on your or your Subscribing Organization’s behalf. In order to connect the Service with any third-party systems or services (e.g., email and contacts services like Gmail or Google), you hereby designate Elucify as your agent and attorney-in-fact in connection with such system or service and further authorize is to: (a) store your User Data relating to such system or service; (b) access such system or service using User Data you provide us; (c) use any materials you provide us in order to provide you the Service; (d) gather and export from such service any User Data reasonably necessary for us to provide the Service to you; (e) otherwise take any action in connection with such system or service as is reasonably necessary for us to provide the Service to you; and (f) to gather and export from such service other information (including, without limitation, information from your email or contacts services) for us to use for our own purposes all as further described in our Privacy Policy. You agree that those third-party service providers are entitled to rely on the foregoing authorization, agency, and power of attorney granted by you. If at any time you do not have the right and authority to allow Elucify automatic access to such system(s) or service(s), then you hereby agree to immediately disable such functionality using the corresponding settings offered by the third party system(s) or service(s), or if we choose to make such an option available, within your User or Administrator Account.

7.4 Account Information. You acknowledge and agree that Elucify may access, preserve and disclose your account information and related contents if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any User Data violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of Elucify, its users, or the public.

8. Restrictions. When using the Service you agree not to:

8.1 Upload or transmit via the Service pornographic, threatening, embarrassing, hateful, racially or ethnically insulting, libelous, or otherwise inappropriate content;

8.2 Use the Service for any purpose that is unlawful or is otherwise prohibited by these Terms;

8.3 Use the Service in any manner that in our sole discretion could damage, disable, overburden, or impair it;

8.4 Attempt to gain unauthorized access to the Service, or any part of them, other User Accounts, computer systems or networks connected to the Service, or any part of them, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service;

8.5 Modify the Service in any manner or form, or use modified versions of the Service, including but not limited to for the purpose of obtaining unauthorized access to the Service;

8.6 Use any robot, spider, scraper, or other automated means to access the Service for any purpose without our express written permission, or bypass any measures we may use to prevent or restrict access to the Service;

8.7 Impersonate another person or access another User’s User Account without that User’s permission or to violate any contractual or fiduciary relationships;

8.8 Share Elucify-issued passwords with any third party or encourage any other User to do so;

8.9 Misrepresent the source, identity, or content of User Data;

8.10 Modify, adapt, translate or create derivative works based upon the Service;

8.11 Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Service, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;

8.12 Rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Service to any third party; provide time sharing or similar services for any third party; or use the Service for any purpose other than your own internal business use;

8.13 Remove, circumvent, disable, damage or otherwise interfere with security-related features of the Service, features that prevent or restrict use or copying of any content accessible through the Service or Service, or features that enforce limitations on use of the Service or Service;

8.14 Access the Service if you are a direct competitor of Elucify, except with Elucify’s prior written consent, or for any other competitive purposes; or

8.15 Collect or harvest any personally identifiable information, including account names, from the Service, except as permitted by the functionalities of the Service.

9. User Data

9.1 Use of User Data. By submitting User Data to Elucify, or allowing Elucify to access, export, or store User Data, you hereby grant, and represent and warrant that you have all rights necessary to grant all rights and licenses to the User Data required for Elucify and its subcontractors and service providers to provide the Service and to use such User Data in accordance with our Privacy Policy.

9.2 Your Responsibilities for User Data. In connection with User Data that you provide to us or that you allow us to access, export, or store (e.g., by allowing us to access your email or contacts services), you hereby represent, warrant, and agree that: (a) you have obtained the User Data lawfully; (b) the User Data, sharing such User Data with Elucify or over the Service, and allowing Elucify to access, export, and store such User Data, does not and will not violate any applicable laws, including any data privacy laws, or any person or entity’s proprietary or intellectual property or other rights, including a right of privacy; (c) the User Data is free of all viruses, Trojan horses, and other elements that could interrupt or harm the systems or software used by Elucify or its subcontractors to provide the Service; (d) you have all necessary rights and permissions for Elucify to share, collect, use, and disclose such User Data as contemplated under these Terms and the Privacy Policy, and if required by applicable law, pursuant to consents obtained by you to do each of the foregoing; (e) you are solely responsible for ensuring compliance with all privacy laws in all jurisdictions that may apply to User Data provided hereunder; (f) Elucify may exercise the rights in User Data granted hereunder without liability or cost to any third party; and (g) the User Data complies with the terms of these Terms. For purposes of clarity, Elucify takes no responsibility and assumes no liability for any User Data, and you will be solely responsible for its User Data and the consequences of sharing it hereunder.

9.3 Security Incidents. In the event that User Data is disclosed to or accessed by an unauthorized party in a manner that requires notification under applicable laws, Elucify will notify you and use reasonable efforts to cooperate with your investigation of the incident; and if such incident triggers any third party notice requirements under applicable laws, you agree that as the owner of the User Data, you will be responsible for the timing, content, cost and method of any such notice and compliance with such laws.

9.4 No Responsibility for Backups. Elucify will not be responsible for any backup, recovery or other steps required to ensure that User Data is recoverable in the case of data loss. You are solely responsible for backing up your User Data on a regular basis, and taking appropriate steps to safeguard and ensure the integrity of your User Data.

9.5 Rights to User Data. You own all right, title and interest (including all intellectual property rights) in and to your User Data.

10. Ownership; Proprietary Rights. The Service is owned and operated by Elucify. The visual interfaces, graphics, design, compilation, information, computer code, products, software, services, and all other elements of the Service provided by Elucify, but expressly excluding any of the foregoing owned or licensed by and posted to the Service at the direction of Users (including without limitation User Data) (“Materials”) are protected by intellectual property and other applicable laws. Except for any technology licensed by Elucify, which is owned by and provided by our third-party licensors, all Materials contained in the Service, including without limitation the intellectual property rights therein and thereto, are the property of Elucify or its subsidiaries or affiliated companies. All trademarks, service marks, and trade names are proprietary to Elucify or its affiliates and/or third-party licensors. Except as expressly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Materials or the intellectual property rights therein or thereto, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials.

You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Elucify under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Elucify does not waive any rights to use similar or related ideas previously known to Elucify, or developed by its employees, or obtained from sources other than you.

11. Third-Party Sites, Third-Party Information

11.1 The Service may call the servers of other websites or services solely at the direction of and as a convenience to Users (“Third Party Sites”). Elucify makes no express or implied warranties with regard to the information, or other material, products, or services that are contained on or accessible through Third-Party Sites. Access and use of Third Party Sites, including the information, material, products, and services on such sites or available through such sites, is solely at your own risk.

11.2 You acknowledge that Elucify does not manage or control the User Data that you access, store or distribute through the Service, and accepts no responsibility or liability for that information regardless of whether such User Data is transmitted to or by you in breach of these Terms. Elucify makes no warranty with respect to such User Data you may access, store or distribute through the Service. In particular, without limiting the generality of the foregoing, Elucify makes no warranty that such User Data will be free of any virus, worm, trojan horse, easter egg, time bomb, cancelbot, or other destructive or malicious code or programs. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Elucify with respect to third party and/or User Data that you choose to access, store or distribute, through the Service.

12. Security and Privacy Settings. We have implemented commercially reasonable technical and organizational measures designed to secure your User Data from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your User Data for improper purposes. You understand that internet technologies have the inherent potential for disclosure. You acknowledge that you are under no obligation to provide Personal Data or other sensitive information in order to use the Service and that you provide any such information at your own risk.

13. Disclaimers; No Warranties. The Service and any third-party or User Data, software, services, or applications made available in conjunction with or through the Service is provided “as is” and “as available” without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, Elucify, its suppliers, licensors, and partners disclaim all warranties, statutory, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights. Elucify, its suppliers, licensors, and partners do not warrant that the functions contained in the Service will be uninterrupted or error-free, that the Service will meet your requirements, that defects will be corrected, or that the Service or the server that makes it available is free of viruses or other harmful components. Elucify, its suppliers, licensors, and partners do not warrant or make any representations regarding the use or the results of the use of the Service in terms of correctness, accuracy, reliability, or otherwise. You understand and agree that you download or otherwise obtain third party or User Data, material, or data through the use of the Service at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of such third party or User provided information, material, or data. Elucify will not be responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store or maintain any third-party or User Data. Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you might have additional rights.

14. Limitation of Liability. Under no circumstances, including, but not limited to, negligence, will Elucify or its affiliates, contractors, employees, agents, or third-party partners, licensors, or suppliers be liable for any special, indirect, incidental, consequential, punitive, reliance, or exemplary damages (including without limitation losses or liability resulting from loss of data, loss of revenue, anticipated profits, or loss of business opportunity) that result from your use or your inability to use the information or materials on the Service, or any other interactions with Elucify, even if Elucify or a Elucify authorized representative has been advised of the possibility of such damages. Applicable law may not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you. In such cases, Elucify’s liability will be limited to the fullest extent permitted by applicable law. In no event will Elucify’s or its affiliates’, contractors’, employees’, agents’, or third-party partners’, licensor’s, or suppliers’ total liability to you for all damages, losses, and causes of action arising out of or relating to these terms or your use of the Service, including without limitation your interactions with other users, (whether in contract, tort including negligence, warranty, or otherwise) exceed the amount paid by you, if any, for accessing the Service. You acknowledge and agree that Elucify has offered its products and services, set its prices, and entered into these terms in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that the disclaimers of warranty and the limitations of liability set forth herein reflect a reasonable and fair allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the disclaimers of warranty and the limitations of liability set forth herein form an essential basis of the bargain between you and Elucify.

15. Indemnification. You agree to defend, indemnify and hold harmless Elucify and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (a) your use of and access to the Service, including any data or work transmitted or received by you; (b) your violation of any term of these Terms, including without limitation, your breach of any of the representations and warranties above; (c) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (d) your violation of any law, rule or regulation of the United States or any other country; (e) any claim or damages that arise as a result of any of your User Data or any other data that are submitted via your account; or (f) any other party’s access and use of the Service with your unique username, password or other appropriate security code. Elucify will have the right to control the defense, settlement, adjustment or compromise of any such claims, actions or proceedings by using counsel selected by Elucify. Elucify will use reasonable efforts to notify you of any such claims, actions, or proceedings upon becoming aware of the same.

16. Location of the Service. The Service is controlled and operated from facilities in the United States. Elucify makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with local law, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the U.S. By using the Service, you are consenting to have your personal data transferred to and processed in the United States.

17. Governing Law; Arbitration; and Class Action/Jury Trial Waiver

17.1 Governing Law. You agree that: (a) the Service shall be deemed solely based in California; and (b) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The parties acknowledge that these Terms evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of these Terms shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in Santa Clara County, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that Santa Clara County, California is the proper forum for any appeals of an arbitration award or for trial court proceedings if the arbitration provision below is found to be unenforceable.

17.2 Arbitration. Read this section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you can seek relief from Elucify. For any dispute with Elucify, you agree to first contact us at support@getelucify.com and attempt to resolve the dispute with us informally. In the unlikely event that Elucify has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in Santa Clara County, California, unless you and Elucify agree otherwise. If you are using the Service for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Elucify from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property or other proprietary rights.

17.3 Class Action/Jury Trial Waiver. With respect to all persons and entities, regardless of whether they have obtained or used the Service for personal, commercial or other purposes, all claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims. You agree that, by entering into these Terms, you and Elucify are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.

18. Miscellaneous

18.1 Notice and Modifications. Elucify may provide you with notices, including those regarding changes to Elucify’s terms and conditions, by email, regular mail, or postings on the Service. Notice will be deemed given twenty-four hours after email is sent, unless Elucify is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to a postal address, if provided by you through the Service. In such case, notice will be deemed given three days after the date of mailing. Notice posted on the Service is deemed given five (5) days following the initial posting. Elucify reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in these Terms. Elucify is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Elucify may, in its sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the ‘last modified’ date at the bottom of this page and notify you that material changes have been made to the Agreement. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any of these terms or any future Terms of Service, do not use or access (or continue to access) the Service.

18.2 Waiver. The failure of Elucify to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Elucify.

18.3 Severability. If any provision of these Terms, an Individual Service Agreement, or any Guideline is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions; except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.

18.4 Assignment.These Terms, Individual Service Agreements, and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Elucify without restriction.

18.5 Survival. Upon termination of these Terms, any provision which, by its nature or express terms should survive, shall survive such termination or expiration, including, but not limited to, Sections 3 and 8 through 21.

18.6 Headings. The heading references herein are for convenience only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.

18.7 Entire Agreement. This, including the agreements incorporated by reference, constitutes the entire agreement between you and Elucify relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change made by Elucify as set forth in these Terms.

18.8 Claims. You and Elucify agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

18.9 Mandated Disclosures. The Service is offered by Elucify, Inc., located at 6650 Wisteria Way, San Jose CA, 95129, and can be reached via email at support@getelucify.com or telephone at 408-318-3481. If you are a California resident, (a) you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information; and (b) in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

18.10 Identification Rights. Both parties have the right to identify the other as a customer or service provider, as applicable. Such rights shall include the right to display the other party’s company logo or other mark on such party’s website.