Eleutian SpeakENG

•Terms of Use

Eleutian Terms of Service
    
6-11-2009

1. Relationship

1.1 Use of Eleutian’s products, software, services and web sites (referred to collectively as the “Services” in this document and excluding any services provided to you by Eleutian under a separate written agreement) is subject to the terms of a legal agreement between you and Eleutian. “Eleutian” means Eleutian Technology, LLC., whose principal place of business is at 215 Second St., Ten Sleep, WY, United States. This document explains how the agreement is made up, and sets out some of the terms of that agreement.
1.2 Unless otherwise agreed in writing, your agreement with Eleutian will always include, at a minimum, the terms and conditions set out in this document.  (“General Terms”).
1.3 Your agreement with Eleutian will also include the terms of any Legal Notices associated with the Services, in addition to the General Terms. ( “Additional Terms”). Where Additional Terms apply to a Service, these will be accessible for you to read either within, or through your use of, that Service.
1.4 The General Terms, together with the Additional Terms, form a legally binding agreement between you and Eleutian in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the “Terms”.
1.5 If there is any contradiction between the Additional Terms say and the General Terms, then the Additional Terms shall take precedence in relation to that Service.

2. Accepting the Terms

2.1 Us of the Services is restricted to the who agree to all Terms of this Agreement. You may not use the Services if you do not accept the Terms.
2.2 Your use of the Services will be deemed an acceptance of all Terms set forth in this Agreement.  If you  do not agree to abide by the Terms, 
(A) clicking to accept or agree to the Terms, where this option is made available to you by Eleutian in the user interface for any Service; or
(B) by actually using the Services. In this case, you understand and agree that Eleutian will treat your use of the Services as acceptance of the Terms from that point onwards.
2.3 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract, or (b) you are a person barred from receiving the Services under the laws of the United States or other countries including the country in which you are resident or from which you use the Services.

3. Language 

3.1  The Terms are in English.  Any translation of such Terms shall have no effect.  

4. Provision of the Services by Eleutian

4.1 Eleutian has subsidiaries and affiliated legal entities (“Subsidiaries and Affiliates”). These companies will be providing the Services to you on behalf of Eleutian. You acknowledge and agree that Subsidiaries and Affiliates will be entitled to provide the Services to you.
4.2 Eleutian may, from time to time, change Services.. You acknowledge agree that the Services which Eleutian provides may change from time to time at Eleutian’s sole discretion and without prior notice to you.
4.3  Eleutian may stop providing Services (or any features within the Services) to you or to users generally at Eleutian’s sole discretion, without prior notice to you. You may stop using the Services at any time. 
4.4 You acknowledge and agree that if Eleutian disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account.

5. Use of the Services by you

5.1 In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to Eleutian will be accurate and correct and, in the event they change, you agree to update the information within fifteen (15) calendar days.
5.2 You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
5.3 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Eleutian, unless you have been specifically allowed to do so in a separate agreement with Eleutian. 
5.4 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
5.5 Unless you have been specifically permitted to do so in a separate agreement with Eleutian, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.
5.6 You shall be responsible and liable for any breach of your obligations under the Terms. 

6. Privacy Policy

6.1 For information about Eleutian’s data protection practices, please read Eleutian’s privacy policy below. This policy explains how Eleutian treats your personal information, and protects your privacy, when you use the Services.
6.2 You agree to the use of your data in accordance with Eleutian’s privacy policies.

7. Content in the Services

7.1 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the “Content”.
7.2 You should be aware that Content presented to you as part of the Services may be protected by intellectual property rights which are owned by third parties who provide that Content to Eleutian (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute, sublicense, alter, or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by Eleutian or by the owners of that Content, in a separate agreement.

8.  Intellectual Rights

8.1 You acknowledge and agree that Eleutian (or Eleutian’s licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which comprise the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). 
8.2 Unless you have agreed otherwise in writing with Eleutian, nothing in the Terms gives you a right, and you do not have permission, to use any of Eleutian’s (or Eleutian’s partners or Content providers)  trade names, trade marks, service marks, logos, domain names, and other distinctive brand features.
8.3 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.

9. License from Eleutian

9.1 Eleutian gives you a personal, non-sublicensable, non-assignable and non-exclusive license to use the Services you have purchased from, or been given by, Eleutian.  This license is for the sole purpose of use of the Services as provided by Eleutian, in the manner permitted by the Terms.
9.2 You may not (and you may not permit a third party to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof.  
9.3 You may not assign (or grant a sub-licence of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.

10. Software updates

10.1 The Software which you use may automatically download and install updates from time to time from Eleutian. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit Eleutian to deliver these to you) as part of your use of the Services.

11. Ending your relationship with Eleutian

11.1 The Terms will continue to apply until terminated by either you or Eleutian as set out below.
11.2 If you want to terminate this legal agreement with Eleutian, you may do so by (a) notifying Eleutian at any time and (b) closing your accounts for all of the Services which you use, where Eleutian has made this option available to you. (c) Discontinue use of the Eleutian Services, including website.  Your notice should be sent, in writing, to Eleutian’s address which is set out at the beginning of these Terms.
11.3 Eleutian may at any time, terminate its legal agreement with you if:
(A) you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or
(B) Eleutian is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or
(C) the partner with whom Eleutian offered the Services to you has terminated its relationship with Eleutian or ceased to offer the Services to you; or
(D) Eleutian is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or
(E) the provision of the Services to you by Eleutian is, in Eleutian’s opinion, no longer commercially viable.
(F) Eleutian undergoes a change of control or change of business direction.
11.4 Nothing in this Section shall affect Eleutian’s rights regarding provision of Services under Section 4 of the Terms.
11.5 When these Terms come to an end, all of the legal rights, obligations and liabilities that you and Eleutian have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall survive such cessation.  

12. EXCLUSION OF WARRANTIES

12.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS SHALL EXCLUDE OR LIMIT ELEUTIAN’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
12.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE.”
12.3 IN PARTICULAR, ELEUTIAN, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:
(A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,
(B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,
(C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND
(D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.
12.4 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
12.5 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ELEUTIAN OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
12.6 ELEUTIAN FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

13. LIMITATION OF LIABILITY

13.1 SUBJECT TO OVERALL PROVISION IN PARAGRAPH 14.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT ELEUTIAN, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:
(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY.. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
(B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
(I) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES;
(II) ANY CHANGES WHICH ELEUTIAN MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
(III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
13.2 THE LIMITATIONS ON ELEUTIAN’S LIABILITY TO YOU IN PARAGRAPH 13.1 ABOVE SHALL APPLY WHETHER OR NOT ELEUTIAN HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

14. Changes to the Terms

14.1 Eleutian may make changes to the General Terms or Additional Terms from time to time. When these changes are made, Eleutian will make a new copy of the General Terms available at WWW.ELEUTIAN.COM and any new Additional Terms will be made available to you from within, or through, the affected Services.
14.2 You understand and agree that if you use the Services after the date on which the General Terms or Additional Terms have changed, Eleutian will treat your use as acceptance of the updated General Terms or Additional Terms.  Each time you access the Content, you agree to first review the Terms for changes or updates.

15. Other terms

15.1 Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a service or download a piece of software, or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals.
15.2 The Terms constitute the whole legal agreement between you and Eleutian and govern your use of the Services (but excluding any services which Eleutian may provide to you under a separate written agreement), and completely replace any prior agreements between you and Eleutian in relation to the Services.
15.3 You agree that Eleutian may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.
15.4 You agree that if Eleutian does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Eleutian has the benefit of under any applicable law), this will not be taken to be a formal waiver of Eleutian’s rights and that those rights or remedies will still be available to Eleutian.
15.5 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
15.6 The Terms, and your relationship with Eleutian under the Terms, shall be governed by the laws of the State of Wyoming, in the United States of America, without regard to its conflict of laws provisions. You and Eleutian agree to submit to the exclusive jurisdiction of the courts located within the State of Wyoming to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Eleutian shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
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