Last updated April 10, 2020
Effective April 10, 2020

Elloveo – Terms of Use

Please read carefully the following provisions of this Terms of Use (the “Terms of Use”). This is a legal agreement between you and Elloveo, Inc. (the “Company” or “Licensor”) regarding the use of the Company’s software program known as Elloveo and related documentation being installed by you on your device (“Elloveo” or the “App”). By accessing or using Elloveo, however accessed, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS TERMS OF USE (INCLUDING ANY FUTURE MODIFICATIONS) AND BY THE COMPANY’S PRIVACY POLICY WHICH IS INCORPORATED HEREIN BY REFERENCE (THE “PRIVACY POLICY”).

IF AT ANY TIME YOU DO NOT AGREE TO ANY OF THE TERMS OF THIS TERMS OF USE OR THE PRIVACY POLICY, YOU MAY NOT USE THE APP AND MUST IMMEDIATELY TERMINATE YOUR USE OF THE APP.

The App is licensed, not sold, to you. Your license to use the App is subject to your prior acceptance of this Terms of Use. Your license to use the App is granted by the Company.

1. Acknowledgment. This paragraph is intended to apply to you if you have downloaded the App from the Apple App Store. Licensor and you acknowledge that this Terms of Use is concluded between Licensor and you only, and not with Apple Inc. (“Apple”), and as between Licensor and Apple, Licensor, not Apple, is solely responsible for the App and the content thereof. This Terms of Use is not intended to provide for usage rules for the App that are less restrictive than the Usage Rules set forth for Licensed Applications in, or otherwise be in conflict with, the App Store Terms of Service as of the date hereof (which you further acknowledge you have had the opportunity to review).

2. Scope of License. Licensor grants to you a personal, limited, non-commercial, non-exclusive, nonsublicensable, non-assignable, non-transferable, freely revocable license to use one (1) copy of the App in object code format, on any personal mobile device (if you have downloaded the App from the Apple App Store, then only on your Apple-branded mobile devices) that you own or control (each, a “Device”) for the sole purpose of personally using the App, and if you have downloaded the App from the Apple App Store, as permitted by the Usage Rules set forth in the App Store Terms of Service as of the date hereof, except that the App may be accessed and used by other accounts associated with you via Family Sharing or volume purchasing. The terms of this Terms of Use will govern any content, materials, or services accessible from or purchased within the App as well as upgrades provided by Licensor that replace or supplement the original App, unless such upgrade is accompanied by a separate end user license agreement.

3. Restrictions. You may use the App solely as permitted by this Terms of Use. You shall not (i) copy, modify, adapt, translate into any language, distribute or create derivative works based on the App; (ii) incorporate any portion of the App into your own programs or compile any portion of it in combination with your own programs or transfer it for use with another service or program; (iii) sublicense, sublease, lease, lend, assign, sell, license, rent, distribute, export, re-export or grant other rights in the App and any attempt by you to take such action shall be void; (iv) distribute or make the App available over a network where it could be used by multiple devices at the same time; (v) decompile, disassemble, reverse engineer, or attempt to reconstruct, identify, or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the App by any means whatsoever; (vi) remove, obscure or alter any copyright and/or other proprietary notices contained on or in or otherwise connected to the App; (vii) use the App to create or proliferate a virus or to circumvent any copy protection or other digital rights management mechanism; (viii) use the App for the purpose of building an app, other software or service which is competitive with the App; or (ix) disclose the results of any benchmark tests of the App. In addition to the foregoing, you warrant that you own the Device to which you are downloading the App, or that you have the legal right to control the use of that Device. You further agree to ensure that any other person whom you permit to use the App on your Device will do so in accordance with this Terms of Use. If you sell your Device to a third party, you must remove the App from the Device before doing so.

4. Additional Restrictions. You further represent that you shall not (i) use the App in violation of any applicable law or for any illegal or unauthorized purpose; (ii) use the App in any manner which could damage, disable, overburden or impair the use of the App by anyone else; (iii) attempt to hack, destabilize, adapt or otherwise interfere with the App (or its source code), or alter another website or mobile app so as to falsely imply that it is affiliated with Licensor; (iv) collect or harvest any personally identifiable information, including account names, from the App; or (v) use or access the App by any means other than through the interface provided by Licensor.

5. Ownership. The App, programming language, software and documentation and all other material or content made available on the App and any improvements, modifications, derivative works, enhancements or changes to the App and all copies thereof are proprietary to Licensor and title thereto remains solely in the Company or its licensors under all circumstances, including without limitation all rights to patents, copyrights, trademarks and trade secrets in the App and the improvements, modifications, derivative works, and changes thereto. The App is licensed, not sold. Title does not pass to you. There is no implied license, right or interest granted in any copyright, patent, trade secret, trademark, invention or other intellectual property right. LICENSOR HEREBY RESERVES ALL RIGHTS IN AND TO THE APP NOT EXPRESSLY GRANTED TO YOU UNDER THIS TERMS OF USE.

6. Personal Use. You may download only for your personal use any of the text, sounds, audio, pictures, photos, video, sound recordings, musical works and narration available in the App or which Licensor may make available on its website or social media posts (collectively, “Content”); provided, however, that no commercial use of any Content is permitted, such as reproduction of any copyrighted materials (including without limitation recordings of gameplay, videos, or other Content), without Licensor’s express prior written permission (which may be granted or withheld in Licensor’s sole discretion). Reproduction of Content for non-commercial, educational and classroom use is acceptable as long as all trademarks, copyrights, and other intellectual property notices are included on all such reproductions.

7. Feedback. You acknowledge and agree that any comments, suggestions, or feedback relating to the App (“Feedback“) submitted to Licensor are gratuitous, unsolicited and without restriction, and shall become the property of Licensor. Licensor will have exclusive ownership of all rights to the Feedback. Licensor will be entitled to use the Feedback for any commercial or other purpose whatsoever, without any compensation to you or any other person. Licensor will not be required to treat any Feedback as confidential. You agree that you do not acquire any right in or to the App (or any changes, modifications or corrections thereto) by virtue of any Feedback. You acknowledge that you are responsible for whatever material is submitted by you, including its legality, reliability, appropriateness, originality, and copyright.

8. Consent to Use of Data. You agree that Licensor may collect and use technical data and related information—including but not limited to technical information about your Device, system and application software, and peripherals—that is gathered: (i) to facilitate the provision of software updates, product support, and other services (if any) related to the App, (ii) to improve the App and other Company software, services and products, to provide services or technologies to its users or otherwise in connection with Licensor’s business, (iii) for other development, diagnostic and corrective purposes in connection with the App and other Licensor offerings and services, and (iv) to disclose such data, solely in aggregate or other de-identified form, in connection with its business.

9. Demos. The App may display Content involving demonstrations of certain electrical and other scientific principles which are intended solely for educational purposes. If you perform or attempt to perform any similar demonstrations, such activities will be at your sole risk. Further, the Company recommends at all times using certified (e.g. UL, CSA, CE, or similar), third party children’s electronic kits which conform to consumer safety specifications (such as ASTM F963-96a) and following all of each manufacturer’s instructions and safety precautions. However, you acknowledge and agree that Licensor is not responsible for examining or evaluating any third party kit, and shall not be liable for any such third-party kit. Further, the Company shall not be liable for any injury, damage or liability arising out of or relating to any activities you undertake. You should observe all precautions in all such activities and obtain adult supervision.

10. New Versions. Licensor, in its sole discretion, reserves the right to add additional features or functions, or to modify or provide programming fixes, updates and upgrades, to the App without notice. Licensor has no obligation to make available to you any additional features or functions or any modifications, updates, support, maintenance or subsequent versions of the App. You may have to agree to a renewed version of some or all of this Terms of Use in the event you want to download, install or use any additional features or functions or any modifications, updates or new versions of the App. You acknowledge that Licensor may automatically issue any additional features or functions or modifications, updates or upgraded versions of the App and, accordingly, may modify, update or upgrade the version of the App that you are using or have installed on your Device. You hereby agree that your Device may automatically request and/or receive such modifications, upgrades or updates

11. Termination. This Terms of Use is effective until terminated by you or Licensor. On termination for any reason: (i) all rights granted to you under this Terms of Use shall cease; (ii) you must immediately cease all activities authorized by this Terms of Use, including your use of the App; and (iii) you must immediately destroy all copies of the documentation then in your possession, custody or control. Licensor may modify, limit, suspend, discontinue or terminate this Terms of Use and/or your use of all or any part of the App, with immediate effect, automatically, with or without notice and without recourse to the courts or other tribunals, for any reason or for no reason. You agree that Licensor is under no obligation to provide the App and that Licensor shall not be liable to you or to any other party for any limitation, suspension, discontinuance, termination or modification of the App. Your rights under this Terms of Use will terminate automatically if you fail to comply with any of its terms. Termination of this Terms of Use shall be in addition to and not in lieu of any remedies available to Licensor both in law and equity. The obligations hereunder shall survive the termination of this Terms of Use.

12. External Services. The App may enable access to Licensor’s and/or third-party services and websites (collectively and individually, “External Services”). You agree to use the External Services at your sole risk. Licensor is not responsible for examining or evaluating the content or accuracy of any third-party External Services, and shall not be liable for any such third-party External Services. Data displayed by the App or any External Service is for general informational purposes only and is not guaranteed by Licensor or its agents. You will not use the External Services in any manner that is inconsistent with the terms of this Terms of Use or that infringes the intellectual property rights of Licensor or any third party. You agree not to use the External Services to harass, abuse, stalk, threaten or defame any person or entity. To the extent you choose to use such External Services, you are solely responsible for compliance with any applicable laws. Licensor reserves the right to change, suspend, remove, disable or impose access restrictions or limits on any External Services at any time without notice or liability to you.

13. NO WARRANTY. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE APP IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APP IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE APP, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE APP PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU. In the event of any failure of the App to conform to an applicable warranty, if any, you may notify Apple, and Apple will refund the purchase price for the App to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and as between Licensor and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Licensor’s sole responsibility.

14. Maintenance and Support. You acknowledge and agree that Licensor has no obligation whatsoever to furnish any maintenance or support services with respect to the App. If you downloaded the App from the Apple App Store, you and Licensor each acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.

15. Indemnification. You hereby agree to indemnify, defend and hold harmless, Licensor, its licensors, its agents, its partners, and its and their respective affiliates, officers, directors, employees, contractors and suppliers (including Licensor, collectively the “Licensor Parties”), from and against any and all claims, obligations, actions, losses, liability, damages and costs, including but not limited to reasonable attorneys’ fees incurred by such parties, in connection with or arising out of (a) your violation or breach of any term of this Terms of Use or any applicable law, rule or regulation, whether or not referenced herein, (b) your violation of any rights of any third party, (c) your use or misuse of the App, (d) your content or other communication displayed or transmitted by means of the App, or (e) any other party’s access and use of the App with your phone number or username. Licensor reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Licensor, and you agree to cooperate with Licensor’s defense of these claims. You agree not to settle any matter without the prior written consent of Licensor. If you downloaded the App from the Apple App Store, you acknowledge that, in the event of any third party claim that the App or your possession and use of the App infringes any third party’s intellectual property rights, as between Licensor and Apple, Licensor, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

16. LIMITATION OF LIABILITY. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APP OR ANY ACTIVITIES YOU UNDERTAKE OUTSIDE THE APP, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Licensor’s total liability to you for all damages (other than as may be required by applicable law) exceed the amount of fifty dollars ($50.00). The disclaimers and liability limitations specified in this Terms of Use are fundamental elements of this Terms of Use, without which Licensor would not have been willing to enter into this Terms of Use or provide the App to you, and will be given full effect even if any remedy under this Terms of Use fails of its essential purpose.

17. Claims. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE APP OR THIS TERMS OF USE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. If you downloaded the App from the Apple App Store, you acknowledge that Apple has no responsibility for addressing any claims relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation.

18. Legal Compliance. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties

19. United States Services. Licensor makes no representations that the App is appropriate or available for use in any location outside the United States. Those who access or use the App from other jurisdictions are entirely responsible for compliance with all local laws.

20. Export. You may not use or otherwise export or re-export the App except as authorized by United States law and the laws of the jurisdiction in which the App was obtained. In particular, but without limitation, the App may not be exported or re-exported (a) into any U.S.-embargoed countries or (b) to anyone on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using the App, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons.

21. Commercial Items. The App and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.

22. Injunctive Relief. You acknowledge that the obligations made hereunder to Licensor are of a unique and irreplaceable nature, the loss of which shall irreparably harm Licensor and which cannot be replaced by monetary damages alone so that Licensor shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief.

23. Governing Law. The Terms of Use and the Privacy Policy are governed by the laws of the State of California as such laws are applied to agreements entered into and to be performed entirely within California between California residents, and by the laws of the United States. The United Nations Convention on Contracts for the International Sale of Goods (1980) is hereby excluded in its entirety from application to the Terms of Use and Privacy Policy. You agree that the App shall be deemed solely based in California and a passive Service that does not give rise to personal jurisdiction over Licensor, either specific or general, in jurisdictions other than the State of California. You and Licensor agree to submit to the personal and exclusive jurisdiction of the courts located within the city and county of Los Angeles, California, to resolve any dispute or claim arising from this Agreement. EACH PARTY, TO THE EXTENT PERMITTED BY APPLICABLE LAW AND AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF ITS CHOICE, KNOWINGLY AND VOLUNTARILY, WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION IN ANY WAY RELATED TO, THE APP OR THIS Terms of Use. In the event of a lawsuit or other proceeding to enforce this Terms of Use, the prevailing party will be entitled to recover its reasonable attorney’s fees, costs and other out-of-pocket expenses from the non-prevailing party. Furthermore, you agree that neither you nor the Company will join any claim with the claim of any other person or entity; that no claim will be resolved on a class-wide basis; and that neither you nor the Company will assert any claim in a representative capacity on behalf of anyone else.

24. Personal Data. If you are located in the European Union, United Kingdom, Asia or any other region with laws or regulations governing personal data collection, use and disclosure that differ from United States laws, you understand and consent to the processing of personal information in the United States.

25. General.

  1. Assignment. You are not allowed to transfer or assign this Terms of Use or any rights or obligations without the prior written consent of Licensor, which may be withheld in Licensor’s sole discretion. Any attempted transfer or assignment in violation hereof shall be null and void. Licensor is allowed at its sole discretion to assign this Terms of Use and any rights or obligations hereunder to any third party, without giving of notice.
  2. No Waiver. The failure of Licensor to exercise or enforce any right or provision of this Terms of Use will not constitute a waiver of such right or provision. Any waiver of any provision of this Terms of Use will be effective only if in writing and signed by Licensor.
  3. Severability. If any of the provisions of this Terms of Use shall be deemed invalid, void, or for any reason unenforceable, that provision shall be deemed severable and shall not affect the validity or enforceability of any remaining provisions.
  4. Entire Agreement. This Terms of Use and the Privacy Policy constitute the entire agreement and understanding of you and Licensor relating to your use of the App and the other subject matter of this Terms of Use and the Privacy Policy, and there are no understandings, representations or agreements, either oral or written, other than those set forth herein and therein with respect to such subject matter.
  5. Ability to Contract. You hereby affirm that you are fully able and competent to enter into this Terms of Use and to abide by and comply with the terms and conditions hereof; provided, that if you are under the age of majority in your jurisdiction you may use the App only if you either are an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into and abide by the provisions set forth in this Terms of Use.
  6. Headings. The heading references herein are for convenience purposes only, do not constitute a part of this Terms of Use, and will not be deemed to limit or affect any of the provisions hereof.
  7. Third-Party Terms. You agree to comply with, and your license to use the App is conditioned upon your compliance with, all applicable third-party terms of agreement, including those of any Application Store, as may be applicable, when using the App.
  8. Third Party Beneficiaries and Agreements. If you downloaded the App from the Apple App Store, you acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Terms of Use, and that, upon your acceptance of this Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce this Terms of Use against you as a third party beneficiary hereof.
  9. Amendments. Licensor reserves the right to provide notices to you from time to time, or to amend any terms of the Terms of Use at any time, by providing a copy of the revised Terms of Use to you, by publishing the revised Terms of Use on Licensor’s website and/or by providing an alert or similar notification in the App. You should look at the Terms of Use published on Licensor’s website regularly. The revised Terms of Use shall become effective upon any such notice. If any modification is unacceptable to you, your only recourse is to terminate your use of the App. Your express acceptance or continued use of the App after such notice shall constitute your acceptance to be bound by the revised Terms of Use.
  10. Contact Information. Please direct any questions, complaints or claims with respect to the App to info@elloveo.com.
  11. Terms of Use. You can find the latest version of this EULA at https://www.elloveo.com/TermsOfUse
  12. Privacy Policy. You can find the latest version of Licensor’s Privacy Policy at https://www.elloveo.com/policy