ELOQUENT MEDIA LLC
END USER ACCESS AND LICENSE AGREEMENT.
Except as may be expressly permitted by this Agreement, you may not sell or exchange anything you copy or derive from the Services. As long as you comply with these Terms, Eloquent Media grants you a personal, non-exclusive, non-transferable, limited right during the term of these Terms to use and display the Services and all content on it. You agree not to interrupt or attempt to interrupt the operation of the Services in any way.
YOU ACCEPT ALL TERMS AND CONDITIONS SET OUT IN THIS EUALA BY USING THIS APP. SECTION 3, BELOW, DISCUSSES DATA COLLECTED IN THE COURSE OF YOUR INSTALLATION AND USE OF THE APP. SECTION 16, BELOW, REQUIRES ALL DISPUTES THAT CANNOT BE INFORMALLY RESOLVED BETWEEN US TO BE SUBMITTED TO BINDING ARBITRATION ON AN INDIVIDUAL BASIS. IF YOU DO NOT AGREE TO THESE OR ANY OTHER TERMS OF THIS EUALA, DO NOT USE THE APP.
EACH TIME YOU USE THE APP (INCLUDING AS IT MAY BE UPDATED, UPGRADED OR EXPANDED FROM TIME TO TIME IN ELOQUENT MEDIA’S SOLE DISCRETION), YOU WILL BE DEEMED TO HAVE ACCEPTED THE TERMS OF THIS EUALA (INCLUDING ANY AMENDMENTS OR UPDATES THAT MAY HAVE BEEN MADE FROM TIME TO TIME).
Right to Return. If you do not agree to the terms of this License, you have paid for a license for the use of the App, and you have not installed or used the App, you may return the App for a refund within seven (7) days from the date of purchase by sending an email to firstname.lastname@example.org.
TABLE OF CONTENTS
Reservation of Rights and Restrictions 3
No Rights Over Results of Use of App/Content 4
Rules of Conduct 5
Privacy and Consent to Use of Data (User Generated Content “UGC”) 7
Collection, Transfer and Use of Data 8
Fraud Prevention Technologies 9
Notice to California Residents 15
Dispute Resolution 15
Compliance with Law. 16
Injunctive Relief. 16
Governing Law. 16
Third Party Beneficiaries. 16
Entire Agreement. 17
Severability and Survival. 17
No Waiver. 17
U.S. Government Restricted Rights. 17
Web Hosting Services 17
Creation and use of certain additional functions and/or benefits of the Services are subject to the creation of an account with Eloquent Media (the “Account”).
Accuracy and Use of your Account Data
You agree to supply true and accurate, complete personal information and keep it up to date (including in the event of a transfer of data from a pre-existing Account), in accordance with Eloquent Media’s requests in the registration process.
You shall not claim to be any other person or entity and shall not represent your identify or an affiliation with any other person or entity in an inaccurate way, including by using the username, password or any other information relating to someone else’s Account or name, likeness, voice image or photograph of another person or by providing false information concerning a parent or legal guardian if the registration process asks you this information.
You acknowledge and accept that Eloquent Media may take action to check the accuracy of the information you give, by sending the necessary authorization checks via email or text.
If you provide any information that is false, inaccurate, outdated or incomplete, or Eloquent Media has reasonable grounds to suspect that such information is false, inaccurate, outdated or incomplete, Eloquent Media has the right to suspend or terminate your Account and prohibit any and all current or future use of the Services (or any portion thereof) by you.
You also agree to inform Eloquent Media as quickly as possible at support@Eloquent Media.com of any unauthorized use of your Account or of any other security violation involving the Services which come to your attention.
You acknowledge that the App and any related products or services included therein are owned and/or validly licensed by Eloquent Media and that they are protected by laws governing copyright, trademark, intellectual property rights and all other property rights.
Under the terms of this EUALA, and for purposes of using the App, Eloquent Media grants you a personal, non-exclusive license to install and use the App and to use the App for your personal use solely as set forth in this EUALA and the accompanying documentation. Your acquired rights are subject to your compliance with this EUALA. Any commercial use is only permitted if authorized by us on a project by project basis.
The term of this EUALA and your license to use the App thereunder shall commence on the date that you install or otherwise use the App, and shall terminate as set forth in Section 10.
Unless expressly permitted by Eloquent Media in writing or as required by applicable law, you are expressly prohibited from reproducing, sub-licensing, broadcasting, modifying, adapting, renting, lending, leasing, distributing or otherwise making publicly available the App or rights to use the App (including in particular the rental of the App through Internet rooms or cyber-cafes), except by transfer as expressly set forth in this Agreement.
Unless expressly permitted by Eloquent Media in writing, the reproduction of all or part of any hard-copy packaging or documentation included with the App is prohibited.
Reservation of Rights and Restrictions
The App is licensed, and not sold. You have purchased a license to use the App and your rights are subject to this EUALA. Except as expressly licensed to you herein, Eloquent Media and its licensors reserve all right, title and interest in the App, and all associated copyrights, trademarks, and other intellectual property rights therein. The license granted under this EUALA is limited to the intellectual property rights of Eloquent Media and its licensors in the App, as necessary to use the App as permitted under this EUALA, and does not include any rights to other patents or intellectual property. This EUALA does not grant any rights relating to any brands or services connected with the App.
Except to the extent permitted under applicable law, you may not decompile, disassemble, translate, derive source code from, create derivative works based on, or reverse engineer the App by any means whatsoever. You may not extract code from all or part of the App, or authorize any third party to perform or to attempt to perform such operations on the App. You may not remove, alter, circumvent or obscure any product identification, copyright, or other intellectual property notices in the App.
It is strictly prohibited to use the App to connect the App or any facsimile thereof on any servers that are not authorized by Eloquent Media ("grey shards" or the like). In addition, you may not emulate or operate such servers or assist any third party to do so.
It is also strictly prohibited to use any third-party software or application or any other device with a view to modifying the App in any way, intercepting or scanning App traffic or communications, changing the way the App displays in an abnormal manner or in a way that could impair the correct operation of the App. Such prohibited third party software or applications or devices can include, but are not limited to, those in the nature of "addons", "hacks", "cheats", "trainers", "mods", or the like by any name. The authorizations granted to you in accordance with this EUALA may under no circumstances be used for the purpose of creating or supplying any opportunity for third parties to access the App, including through server emulators or similar devices. To the fullest extent permitted by applicable law, you agree that Eloquent Media may scan your device to detect or locate any such unauthorized third party program or devices, with or without any prior notice to you at any time. Furthermore, you may not use the App in a manner that would impose an unreasonable or disproportionate burden on the infrastructure of Eloquent Media.
No Rights Over Results of Use of App/Content
This EUALA grants you a limited license to use the App to access and use the information and content displayed therein. You have no rights to or in the App.
You expressly acknowledge that all graphics created, and all attributes acquired and developed during use, are an integral part of the App and strictly remain the property of Eloquent Media and/or its licensors.
You further acknowledge that the App contains, without limitation, the following: (a) graphics, sound effects, visual animations and text (hereafter referred to as "App Content") to which you have no property rights and no intellectual property rights; and (b) other content, including contributions by other users of the App.
Where by applicable law you own certain copyrights over any App Content created by you by using the App, you assign to Eloquent Media and/or its licensors all and any intellectual and industrial property rights in all and any such App Content. Where such assignment is not possible, you grant to Eloquent Media and/or its licensors any and all comprehensive, exclusive, perpetual, worldwide and assignable rights, free-of-charge, to use all App Content created by you by using the App immediately upon creation. These rights to use and/or utilize App Content shall extend to all known forms of use and include without limitation the rights to copy, reproduce, change, adapt, modify, publicly display, distribute, process, translate the App Content, the rights to license and sub-license the App Content to third parties, and to market, whether by way of leasing, renting, or otherwise. You hereby waive any moral rights of paternity, publication, reputation, or attribution with respect to Eloquent Media and other users and enjoyment of such assets in connection with the App and related goods and services under applicable law. The license granted to Eloquent Media and the above waiver of any applicable moral rights, survives any termination of this License.
You acknowledge and agree that you have, except as may be expressly permitted by Eloquent Media no right to and may not sell, auction, give away, or in any way make available, whether free of charge or for a fee, any content (including any content generated by yourself or any other user), object, item or any component of the App, to another person. All of the aforementioned actions will therefore contravene the terms of this EUALA. Over and above the violation of the terms of this EUALA, which will entitle Eloquent Media to terminate this EUALA and your license to use the App, you acknowledge that the unauthorized distribution of App content to third parties is detrimental to Eloquent Media’s image and that of the App, and Eloquent Media reserves the right to seek compensation from you to the fullest extent permissible by applicable law.
Rules of Conduct
You agree to use the Services only for lawful purposes, and that you are responsible for your use of, and communications on, the Services. More particularly, you undertake not to directly or indirectly:
use within the framework of the Services any element or content which would infringe on the intellectual and industrial property rights including patent, trademark or copyrights, right to privacy or publicity and/or image rights and/or any other rights of others;
create, use, share and/or publish by any means (forum, public profile or other means) within the framework of the Services any material (text, words, images, sounds, videos, etc.) or content which, in Eloquent Media's estimation, is unlawful, harmful, abusive, harassing, threatening, malicious, defamatory, libelous, untruthful, pornographic, pedophilic, obscene, vulgar, racist, xenophobic, liable to incite hatred, sexually explicit, violent, contrary to morality; encourages criminal conduct or would give rise to civil liability, or otherwise violates any applicable local, state, national, or international law or is in any other way unacceptable;
create, use, share and/or publish by any means (forum, public profile or other means) within the framework of the Services any material (text, words, images, sounds, videos, etc.) which would constitute a breach of an obligation of confidentiality or which would incite the committing of an unlawful act (in particular, infringing others' intellectual property, piracy, hacking or circulation of counterfeit applications);
conduct activities aimed at accessing elements or functions of the Services whose use has not been authorized by Eloquent Media;
access the Services by means other than those provided by Eloquent Media;
harm minors in any way;
solicit personal information or data from anyone under 18 years of age;
maintain any link from another application or a website to the Services without the prior written authorization of Eloquent Media;
arrange, modify, translate, adapt, reproduce, index, copy and/or extract any information, software, product or other element or part of the Content by any means without Eloquent Media's express prior permission;
modify, distort, block, abnormally burden, disrupt, slow down and/or hinder the normal functioning of all or part of the Services, or their accessibility to other Users, or the functioning of the partner networks of the Services, or attempt to do any of the above;
transmit or propagate any virus, Trojan, worm, bomb, corrupted file and/or similar destructive device or corrupted data within the framework of the Services, and/or organize, participate in or be involved in any way in an attack on Eloquent Media’s servers and/or the Services and/or those of its service providers and partners;
create, use and/or circulate "auto" or "macro" computer programs or other cheat programs or software applications, and/or use the Services via a mirror site;
"bot", "hack", ”mod”, “trainer”, or "crack", or otherwise attempt to circumvent any access control, copyright protection or license-enforcement mechanisms associated with or related to the Services, including the ones discussed within this Agreement;
create or supply other means enabling use of the Services by other persons, for example server emulators;
harass other Users of the Services, send them unsolicited messages for commercial prospecting purposes, use the Services for purposes of surveys, competitions, pyramid selling or similar operations, or for sending mass e-mails, spam or any unsolicited advertising or promotional items, for commercial purposes or otherwise;
use incorrect information, use another User's Account, assume another person's identity or present false credentials in order to disguise the origin of any content transmitted through the Services;
use any means not expressly permitted by Eloquent Media to collect or intercept data exchanged by other Users within the framework of the Services, or the names/screen names and/or passwords of any other User;
attempt to obtain a password, information concerning an Account or other information of a private nature from any other User of the Services, and/or sell, rent out, share, lend and/or in any other way transfer to any outside party your Account and/or the means of accessing it and/or in any other way allow any outside party to benefit from your Account;
make inappropriate use of the App help service or send untruthful reports to members of Eloquent Media's personnel;
access, use, download from the Services or otherwise reproduce or supply to anyone (free of charge or in return for payment) any directory of Users of the Services or any other information concerning Users or use of the Services;
refuse to obey the instructions of any Eloquent Media representative or any requirements, procedures, policies, or regulations of networks connected to the Services; and
impersonate any person or entity, including, but not limited to a representative of Eloquent Media or falsely state or otherwise misrepresent your affiliation with a person or entity.
Privacy and Consent to Use of Data (User Generated Content “UGC”)
Eloquent Media offers you the possibility of (i) creating UGC of either original content or, if applicable, materials and/or tools made available to you by Eloquent Media in certain Services, and (ii) publishing this UGC via the Services. If you create UGC, you undertake to comply with the clauses of these Terms at all times during and after the creation of this UGC. The Terms will continue to apply after any termination of your Account.
You understand that all UGC, whether you have publicly posted on a forum or privately transmitted to another Service User or to us, is your sole responsibility. Though the Services are designed to be a safe place to share such UGC, Eloquent Media cannot guaranty that other Users will not misuse the UGC that you share. If you have any UGC that you would like to keep confidential and/or do not want others to use (including but not limited to, photos, personal information, name, home address, telephone number, etc.), do not post it to the Services. UNDER NO CIRCUMSTANCES WILL ELOQUENT MEDIA BE LIABLE IN ANY WAY FOR ANY UGC, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY UGC, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY UGC POSTED, EMAILED OR OTHERWISE TRANSMITTED VIA THE SERVICES. ELOQUENT MEDIA IS NOT RESPONSIBLE FOR A USER'S MISUSE OR MISAPPROPRIATION OF ANY UGC YOU POST TO THE SERVICES.
You declare that you accept the fact that UGC may be developed and created using tools and/or on the basis of materials belonging to Eloquent Media such as, in particular and without limitation, titles, names, themes, objects, effects, texts, dialogues, slogans, places, characters, diagrams, concepts, designs, graphics, animations, sounds, musical compositions, choreographies and other performances, videos, audiovisual effects, user-friendly features and any other element of an application or Services. Any UGC created with the materials will be considered "User Modified Materials" as defined below and will be governed by this Agreement.
By accepting these Terms, you agree to transfer irrevocably to Eloquent Media free of charge, all rights of use you may have over the User Modified Materials created by you, including but not limited to, rights over trademark, patent, commercial secrets, copyright, neighboring rights and rights of publicity therein, allowing Eloquent Media to benefit freely from the following rights, listed only as an illustration and without limitation:
The right to reproduce, permanently or temporarily, by any means and in any form, on all known or as yet unknown media, and in particular:
the right to integrate the User Modified Materials in whole or in part in all Eloquent Media products and services, including but not limited to other online or offline applications or other audio visual content;
the right to load and download, display, execute, transmit and/or store by any means, in any place and on any medium, the User Modified Materials and all products incorporating all or part of the User Modified Materials;
the right to arrange, correct, develop, translate, digitize, encode or otherwise modify the User Modified Materials, and to reproduce the results of any one of these operations, by any means and on all existing or future media;
the right to make any copy of all or part of the User Modified Materials and of all products incorporating all or part of the User Modified Materials, including modified, translated or arranged versions, in a number of copies decided by Eloquent Media by any process and on all media (including but not limited to digital media, CDs, CD-ROMs, DVDs, mobile phones, PDAs, Internet, tablets, etc.);
the right to market, in return for payment or free of charge, and distribute (including renting out, selling and lending) all or part of the User Modified Materials, including modified or arranged versions, and all products incorporating the User Modified Materials, by any process and on any known or as yet unknown medium;
the right to reproduce the User Modified Materials by any means, in any form and on any medium, as necessary for the rights of use referred to below; and
the right to produce or order the production of any new product or service from the User Modified Materials or from any product incorporating the User Modified Materials.
This transfer of rights is granted on a worldwide basis and for the period of protection of each User Modified Materials by applicable legislation. In the event that a court of competent jurisdiction rules that some of the rights concerning the User Modified Materials created by you cannot be validly transferred to Eloquent Media as described above, you hereby grant Eloquent Media free of charge, permanently or for the whole legal period of protection, an irrevocable and transferable right of use, reproduction, representation, modification, display, distribution and in general, exploitation of this User Modified Materials, by any means, on all known or yet known purposes on a worldwide basis, without you being mentioned as the source of this User Modified Materials, given the technical or operational constraints.
Collection, Transfer and Use of Data
In addition to information that you give Eloquent Media directly, Eloquent Media collects non personally identifiable (or anonymous) information for purposes of improving our products and services, including each App, providing the Services to you, facilitating the provision of App updates, and product support as well as communicating with you. The non-personally identifiable information that Eloquent Media collects includes technical and related information that identifies your computer or mobile device (including the Internet Protocol Address) and operating system, as well as information about your App usage (including but not limited to successful installation and/or removal), and peripheral hardware. As noted above, this information is gathered periodically for purposes such as improving our products and services, troubleshooting bugs, providing the Services to you and otherwise enhancing your user experience.
Fraud Prevention Technologies
Eloquent Media strives to provide a fair environment for all users of our App. Accordingly, Eloquent Media employs anti-cheating and fraud prevention utilities to help prevent behaviors that can otherwise negatively affect user experience.
In particular, when running, the App may access information from your computer’s or mobile device’s random access memory (RAM) and/or CPU processes regarding unauthorized third party programs running concurrently with the App. An "Unauthorized third party program" as used herein shall be defined as any third party App that, when used simultaneously or in connection with the App, would constitute a violation of this Agreement. In the event that the App detects an unauthorized third party program, Eloquent Media may: (a) communicate information back to Eloquent Media including without limitation, account name, details about the unauthorized third party program detected, and the time and date the unauthorized third party program detected; and/or (b) exercise any and all rights under any Eloquent Media agreement, with or without notice to you. Eloquent Media may also employ fraud-prevention utilities which collect non-personally identifiable information about your computer or mobile device when you create an account, place an order with us and/or log into App services.
Eloquent Media may terminate this EUALA immediately without prior notice if you fail to comply or otherwise violate the terms of this EUALA or any other applicable agreement, infringe the intellectual property rights of any third party, or manifestly endanger public order or good moral standards as determined by us in our sole discretion, or if Eloquent Media is unable to verify or authenticate any information about you that you supply while using the App or any other activity connected to the App. We may also decide to terminate this EUALA in the event that we terminate the operation of the App.
You may terminate this EUALA at any time by destroying all copies of the App in your possession or control, and informing Eloquent Media in writing or by such means as may be implemented for such purposes by Eloquent Media. Upon termination of this EUALA, any and all of the rights granted to you hereunder shall automatically terminate.
Promptly upon termination, you must cease all use of the App and destroy all copies of the App in your possession or control. You acknowledge and agree that the termination of this EUALA or permanent deletion of the App may render your Account and any in-App attributes or content unusable, for which you will not hold Eloquent Media in any way responsible.
Termination will not limit any of Eloquent Media’s other rights or remedies at law or in equity. Sections 6 through 18 of this EUALA shall survive termination or expiration of this EUALA for any reason.
No Warranty on App Operation or App Use; Force Majeure.
You acknowledge that, owing to the complexity of computer technology, as well as the nature of applications themselves and use of them over a global communications network outside Eloquent Media’s control, Eloquent Media and its licensors cannot and do not guarantee that the App, and any updates, upgrades or expansions of the App will run permanently or uninterrupted on your computer or mobile device. Eloquent Media and its licensors are not liable for delays, system failures, system outages or difficulties, especially of a technical nature, that are due to legal restrictions or other circumstances beyond its control, including but not limited to third party criminal activity. Eloquent Media also does not guarantee that the version of the App covered by this Agreement will be usable in geographic locations where it is not available for sale at retail and/or at all times of the day and/or night.
Limited Remedy for Defects
In the event that there is any defect in the App or any recording media on which it is embodied, your sole remedy is a replacement copy of the App. You may also have additional rights under applicable local law, which varies by jurisdiction.
Disclaimer of Warranties
EXCEPT FOR THE LIMITED WARRANTY ON RECORDING MEDIA (IF APPLICABLE), AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE APP AND ALL OTHER SERVICES PROVIDED BY ELOQUENT MEDIA ARE PROVIDED TO YOU "AS IS," WITH ALL FAULTS, WITHOUT WARRANTY OF ANY KIND, WITHOUT PERFORMANCE ASSURANCES OR GUARANTEES OF ANY KIND, AND YOUR USE IS AT YOUR SOLE RISK. THE ENTIRE RISK OF SATISFACTORY QUALITY AND PERFORMANCE RESIDES WITH YOU. ELOQUENT MEDIA AND ELOQUENT MEDIA’S LICENSORS (COLLECTIVELY ELOQUENT MEDIA FOR PURPOSES OF THIS SECTION) DO NOT MAKE, AND HEREBY DISCLAIM, ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING IMPLIED WARRANTIES OF CONDITION, UNINTERRUPTED USE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND WARRANTIES (IF ANY) ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ELOQUENT MEDIA AND ITS LICENSORS DO NOT WARRANT AGAINST INTERFERENCE WITH YOUR USE OF THE APP; THAT THE APP WILL MEET YOUR REQUIREMENTS; THAT OPERATION OF THE APP WILL BE UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, OR THAT THE APP WILL BE COMPATIBLE WITH THIRD PARTY APP OR THAT ANY ERRORS IN THE APP WILL BE CORRECTED. NO ORAL OR WRITTEN ADVICE PROVIDED BY ELOQUENT MEDIA ITS LICENSORS, OR ANY AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability
TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL ELOQUENT MEDIA OR ITS LICENSORS BE LIABLE TO YOU FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION OR ANY OTHER FORM OF DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES FROM ANY CAUSES OF ACTION RELATED TO THE EUALA, THE APP, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY OR OTHERWISE, WHETHER OR NOT ELOQUENT MEDIA OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. ELOQUENT MEDIA AND ITS LICENSORS SHALL ALSO NOT BE LIABLE FOR ANY DELAYS, SYSTEM FAILURES OR SYSTEM OUTAGES WHICH MAY, FROM TIME TO TIME, AFFECT ONLINE APP USE OR ACCESS THERETO.
SOME JURISDICTIONS DO NOT ALLOW A LIMITATION OF LIABILITY FOR DEATH, PERSONAL INJURY, FRAUDULENT MISREPRESENTATIONS OR CERTAIN INTENTIONAL OR NEGLIGENT ACTS, OR VIOLATION OF SPECIFIC STATUTES, OR THE LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
IN NO EVENT SHALL ELOQUENT MEDIA’S OR ITS LICENSORS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES (EXCEPT AS REQUIRED BY APPLICABLE LAW) EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APP.
BY USING THE APP, YOU HEREBY AGREE TO INDEMNIFY AND HOLD ELOQUENT MEDIA ITS LICENSORS, AND EACH OF THEIR EMPLOYEES, PARTNERS, AFFILIATES, CONTRACTORS, OFFICERS, DIRECTORS AND AGENTS, HARMLESS AGAINST ANY CLAIM, LIABILITY, LOSS, INJURY DAMAGE, COST OR EXPENSE (INCLUDING REASONABLE ATTORNEYS’ FEES) INCURRED BY ELOQUENT MEDIA AND/OR ITS LICENSORS ARISING OUT OF OR FROM YOUR USE OF THE APP.
Eloquent Media reserves the right to change, modify, add or delete any clause of this EUALA and other notices contained within these Terms at any time, temporarily or permanently and entirely at its own discretion.
INFORMATION NOT COVERED BY THIS POLICY
This policy does not apply to any public area of this App. To the extent that you disclose information in any portion of this App that can be viewed by the public or other registered users, or you disclose Information directly to another user, you understand that such disclosure does not fall under the scope of this Policy and you make such disclosures at your own risk.
INFORMATION COLLECTION AND USE
Eloquent Media collects basic Information (such as, First and Last name and Email address, your location and data you access), that you will be asked to provide to us when you use certain Eloquent Media services, and when you participate in certain promotions. We do not ask for or collect social security numbers, driver’s licenses, or other Information that is more purely personal to your non-professional life.
For many users who use this App, a third party such as a company you may have an affiliation with may have already paid any registration fee required to secure the user’s access rights to this App.
To the extent that a third party does not pay for your personal access rights when required, you will be required to pay for our products or services using our shopping cart. When you purchase something from this App, you will have the option of processing your purchase through Stripe or other financial service providers. When you indicate that you wish to make a credit card payment in order to register you will be transferred to either the Stripe or other financial service provider website, depending on your selection, where you will complete your transaction. Your credit card information will be received and stored only by the credit card processing website that you select in accordance with its policies and will be seen by Eloquent Media or its employees or vendors only if you seek a refund.
Unique identifiers such as cookies (which may be html files, Flash files, or other technology), web beacons, or similar technologies (collectively referred to as “Tracking Technologies”) are used to help tailor our content, allow users to move between associated websites without logging into each site, and other purposes related to our management of this App and related sites. Cookies are small text files stored locally on your machine that help store user preferences. “Web beacons” or “clear gifs” are small pieces of code placed on websites used to collect advertising metrics, such as counting page views, promotion views, or advertising responses. Such Tracking Technologies are required for the Eloquent Media application to work properly. Eloquent Media may use the Information collected through the use of Tracking Technologies for authentication (security), storing site preferences or as the identifier for a server-based session. Most web browsers will allow you to delete Tracking Technologies at any time.
Eloquent Media may sometimes engage in data mining, profiling, surveillance, data dredging, data fishing, data snooping or any similar techniques to extract information, track how you use your computer or record what web sites you visit. Eloquent Media does use the Information that it automatically collects from your use of this App to track how you use this the service and any additional services that we offer. In addition, we collect this data for statistical analysis, archival purposes, and to improve the quality of our services.
Eloquent Media will use your Information (i) to enhance and personalize your experience on this App; (ii) to generate statistics and information about traffic to and on this App; (iii) to fulfill your requests for certain products and services; and (iv) for other business purposes.
Eloquent Media may collect your IP address to help diagnose problems with our server, to determine the frequency with which our visitors look at various parts of the App, and to administer the services. The IP address is also used to gather broad demographic information such as geographic distribution of our visitors and may be used to allow us to provide goods and services appropriate to your place of residence.
INFORMATION SHARING AND DISCLOSURE
Eloquent Media may share your Information with third parties when:
We have your consent to share your Information.
We need to share your Information to provide the product or service you have requested.
As implied by your third party’s contract to utilize our services.
If you are using this App pursuant to an agreement between Eloquent Media and a third party, that third party (all such third parties, including corporations, academic institutions, government agencies, or otherwise are hereinafter referred to as “Providers”) will have full access to all of your activity on this App and to your Information. You understand that the administrators designated by a Provider will be able to monitor all of your behavior on this App and your Information and may share that in accordance with the Provider’s policies. If you have questions about a Provider’s use of your Information, you should consult a Provider.
Eloquent Media may also contract with companies or persons to provide certain services including credit card processing, shipping, data management, promotional services, and other services related to our business and to the products and services that you may purchase. Eloquent Media provides its service providers with the Information needed for them to perform these services. Eloquent Media also asks its service providers to confirm that their privacy practices are consistent with this Policy and Terms.
To the best of Eloquent Media’s knowledge, all third parties and sponsors are in compliance with current international rules and regulations, including the GDPR (The General Data Protection Regulation (GDPR), agreed upon by the European Parliament and Council in April 2016), as well as Eloquent Media itself. Unless given permission by the user or users in a given situation, all shared information will be protected by Eloquent Media and its third parties and sponsors.
Although unlikely, in certain instances we may disclose your contact Information when there is reason to believe that it is necessary to identify, contact or bring legal action against persons or entities that may be causing injury to you, to us or to others. We may also disclose your Information when we believe the law or legal process requires it.
In addition, if Eloquent Media merges into any other entity or is otherwise involved in any business combination in which it is not the surviving company, Eloquent Media will share your Information with the surviving entity only if the surviving entity has agreed to comply with the terms of this Policy.
Eloquent Media has security measures in place to protect the loss, misuse or alteration of your Information under our control. Once we receive your transmission, we will store all Information on secure servers behind a firewall. Our management team and its engineers regularly review and update the integrity of this App and the security of your Information. Eloquent Media cannot, however, safeguard any data stored on your own personal computer or any public computer upon which you might elect to access the Services.
OPTING-OUT, CORRECTING AND UPDATING YOUR INFORMATION
Eloquent Media utilizes email as a vital and primary communication channel with registered users of this App. If you chose to opt in to our email notification services, you grant to us (and our service providers and marketing partners) permission to communicate with you via email for any purposes we determine to be relevant to your use of this App or your relationship with us, including, but not limited to, system messages, product updates, service announcements, relevant educational sponsor offers, and other marketing messages.
Eloquent Media occasionally communicates with its users via email to provide information about requested services and regarding issues related to their account. Requesting the deletion of certain types of user information may prevent users from accessing some web site features.
If you are a registered user of this App, you may correct or update your Information by contacting the designated administrator.
Users who do not wish to receive information after having opted in to receiving information from our sponsors may unsubscribe from the sponsor’s email list at any time.
This App service is intended for use by users in the United States and is consequently directed towards residents of the United States. You may not use this App if such use is prohibited by applicable law, rule or regulation.
This App is also intended for use by users who have reached at least the age of thirteen (13) years. If you are under the age of thirteen (13) you should use this App only with the approval and assistance of your parent or guardian or designated administrator.
Notice to California Residents
Pursuant to Cal. Civil Code § 1789.3, please note that (a) Eloquent Media is located at 194 Holderness Drive, Longwood, FL 32779, (b) The fees and charges for the Services vary depending on the services selected by you, and (c) If you have a complaint regarding the Services or desire further information on use of the Services, email: email@example.com.
The Services are controlled and operated by Eloquent Media from within the United States of America, and is intended for use only by residents of the United States. Eloquent Media makes no representations or warranties that the content or materials of the Services are appropriate or lawful in any foreign countries, or that any items or applications offered for sale or download through links on the Services will be available outside the United States. Those who choose to access the Services from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. You may not use or export or re-export any content downloaded from the Services or any copy or adaptation of such content, in violation of any applicable laws or regulations, including without limitation United States export laws and regulations.
You and Eloquent Media shall first attempt to resolve any dispute informally for at least 45 days before initiating arbitration. The informal negotiations commence upon receipt of written notice from one party. All Notices of Dispute must contain (a) the name and contact information of the complaining party; (b) a description of the nature or basis of the claim/dispute; (c) the type of relief sought. Please direct your Notice of Dispute to:
Eloquent Media LLC
Attn: Legal Department
832 Garden Glen Loop, Lake Mary, FL 32746
All disputes, claims or controversies arising out of or relating to this Agreement or Terms, shall be determined exclusively by binding arbitration. A party electing arbitration shall initiate it through an established dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted, at the option of the party seeking relief, in person, by telephone, online, or based solely on written submissions; b) any in person arbitration will be in Orange County, Florida.
Compliance with Law.
You must respect all applicable laws regarding the use of the App. Eloquent Media makes no representation that content contained in the Services are appropriate or available for use in jurisdictions outside of the United States or that these Terms comply with the laws of any country outside of the United States. Users who use the Services and reside outside of the United States do so on their own initiative and are responsible for compliance with all laws, if and to the extent local laws are applicable. You agree that you will not access the Services from any territory where its contents are illegal, and that you and not Eloquent Media are responsible for compliance with applicable laws.
You agree that a breach of this EUALA may cause irreparable injury to Eloquent Media and/or its licensors for which monetary damages would not be an adequate remedy and Eloquent Media and/or its licensors shall in such event be entitled to seek equitable relief in addition to any other remedies they may have hereunder or at law.
The laws of the State of Florida, excluding its conflicts-of-law rules, govern this License and/or your use of the App. For any dispute not subject to the Arbitration provisions of Section 16, above, you expressly agree that exclusive jurisdiction for any claim or action arising out of or relating to this License and/or your use of the App shall be the federal or state courts that cover Orange County, Florida, and you expressly consent to the exercise of personal jurisdiction of such courts. Please note that your conduct may also be subject to other local, state, national, and international laws. The parties agree that the UN Convention on Contracts for the International Sale of Goods (Vienna, 1980) shall not apply to this License or to any dispute or transaction arising out of this License.
You agree to abide by U.S. and other applicable export control laws and agree not to transfer the App to a foreign national or national destination, which is prohibited by such laws, without first obtaining, and then complying with, any requisite government authorization. You certify that you are not a person with whom Eloquent Media is prohibited from transacting business under applicable law.
Third Party Beneficiaries.
Notwithstanding anything in this EUALA to the contrary, you hereby acknowledge that Eloquent Media’s licensors are third-party beneficiaries of this EUALA and have the right to bring an action directly against you for a breach of this EUALA to the extent required to enforce their respective rights in and to the App.
Except as specifically set forth in this EUALA, this EUALA constitutes the entire agreement between you and Eloquent Media with respect to the App and supersedes all prior or contemporaneous understandings, either express or implicit, regarding such subject matter. No amendment to or modification of this EUALA will be binding unless made in writing and signed by Eloquent Media. None of Eloquent Media’s distributors, agents, or any of their respective employees are authorized to make modifications or additions to this EUALA.
Severability and Survival.
If any provision of this EUALA is illegal or unenforceable under applicable law, the remainder of the provision shall be amended to achieve as closely as possible the effect of the original term and all other provisions of this EUALA shall continue in full force and effect.
No failure to exercise, nor a delay in exercising, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of any other right hereunder. In the event of a conflict between this EUALA and any applicable purchase or other terms, the terms of this EUALA shall govern the relationship between you and Eloquent Media.
U.S. Government Restricted Rights.
If you are a government end user, then this provision applies to you. The App provided in connection with this EUALA has been developed entirely at private expense, as defined in FAR section 2.101, DFARS section 252.227-7014(a)(1) and DFARS section 252.227-7015 (or any equivalent or subsequent agency regulation thereof), and is provided as "commercial items," "commercial computer software" and/or "commercial computer software documentation". Consistent with DFARS section 227.7202 and FAR section 12.212, and to the extent required under U.S. federal law, the minimum restricted rights as set forth in FAR section 52.227-19 (or any equivalent or subsequent agency regulation thereof), any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S. Government shall be governed solely by this EUALA and shall be prohibited except to the extent expressly permitted by this EUALA.
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Last Updated: August 03, 2021