1. Your Agreement with EldonLabs
1.1 Your use of EldonLabs services is governed by this agreement (the “Terms”). “EldonLabs” means EldonLabs LLC., a New York Limited Liability Company, and its subsidiaries or affiliates involved in providing the EldonLabs Services. The “EldonLabs Services” or “Service” means the services that EldonLabs makes available through this website, including this website or any other software or services offered by EldonLabs in connection to any of those including EldonLabs.
1.2 In order to use the EldonLabs Services you must first agree to the Terms. You can agree to the Terms by actually using the EldonLabs Services. You understand that EldonLabs will treat your use of the EldonLabs Services as acceptance of the Terms from that point onwards.
1.3 You may not use the EldonLabs Services if you are a person barred from receiving the EldonLabs 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 EldonLabs Services. You affirm that you are a human. You affirm that you are over the age of 18 years old or over the age of majority in the country where you are a citizen.
1.4 You agree your purchases of EldonLabs Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by EldonLabs or any of its affiliates regarding future functionality or features.
1.5 You affirm that you will not register more than one free account. You affirm that you will not share your account with multiple people.
2. Your Account and Use of the EldonLabs Services
2.1 You must provide accurate and complete registration information any time you register to use the EldonLabs Services. You are responsible for the security of your passwords and for any use of your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify EldonLabs immediately.
2.2 Your use of the EldonLabs Services must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software.
2.3 You agree not to (a) access (or attempt to access) the the EldonLabs Services by any means other than through the interface that is provided by EldonLabs in connection with the EldonLabs Services, unless you have been specifically allowed to do so in a separate agreement with EldonLabs, or (b) engage in any activity that interferes with or disrupts the EldonLabs Services (or the servers and networks which are connected to the EldonLabs Services).
2.4 You may use the EldonLabs Services only to develop, manage, and support Databases that you control or have legally been granted access to. You may not access the EldonLabs Services for the purpose of bringing an intellectual property infringement claim against EldonLabs or for the purpose of creating a product or service competitive with the EldonLabs Services.
3. Services Policies and Privacy
3.1 You agree to comply with the EldonLabs Acceptable Use Policy available at acceptable use policy (the “Acceptable Use Policy”) which is incorporated herein by this reference and which may be updated from time to time.
3.3 You agree that you will protect the privacy and legal rights of the End Users of your application. You must provide legally adequate privacy notice and protection for End Users. If End Users provide you with user names, passwords, or other login information or personal information, you must make the users aware that the information will be available to your application and to EldonLabs.
4. Fees for Use of the EldonLabs Services
4.1 For all purchased resources and services, we will charge your credit card on a monthly basis or at the interval indicated in EldonLabs fees and payment policies, if different. Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. You are responsible for paying all taxes and government charges, and all reasonable expenses and attorneys fees EldonLabs incurs collecting late amounts. To the fullest extent permitted by law, you waive all claims relating to charges unless claimed within 60 days after the charge (this does not affect your credit card issuer rights). Charges are solely based on EldonLabs’s measurements of your use of the EldonLabs Services and the EldonLabs Services you have signed up for, unless otherwise agreed to in writing. To the fullest extent permitted by law, refunds (if any) are at the discretion of EldonLabs and only in the form of credit for the EldonLabs Services. Nothing in these Terms obligates EldonLabs to extend credit to any party. You acknowledge and agree that any credit card and related billing and payment information that you provide to EldonLabs may be shared by EldonLabs with companies who work on EldonLabs’s behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to EldonLabs and servicing your account. EldonLabs may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. EldonLabs shall not be liable for any use or disclosure of such information by such third parties. EldonLabs reserves the right to discontinue the provision of the EldonLabs Services to you for any late payments.
4.2 EldonLabs may change its fees and payment policies for the EldonLabs Services by notifying you at least fifteen (15) days before the beginning of the billing cycle in which such change will take effect. Changes to the fees or payment policies will be posted on the website (or such other URL EldonLabs may provide from time to time). Any outstanding balance becomes immediately due and payable upon termination of the Terms for any reason.
4.3 You may not signup for multiple account for the EldonLabs services or otherwise access the EldonLabs Services in a manner intended to avoid incurring fees.
5. Content on the EldonLabs Services and Take Down Obligations
5.1 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) to which you may have access as part of, or through your use of, the EldonLabs Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the “Content.” The term Content shall specifically exclude data that you create using the EldonLabs Services and any database query code written by you to be used with the EldonLabs Services (collectively, “Applications”).
5.2 EldonLabs reserves the right (but shall have no obligation) to remove any or all Content from the EldonLabs Services. You agree to immediately take down any Content that violates the Acceptable Use Policy, including pursuant to a take down request from EldonLabs. In the event that you elect not to comply with a request from EldonLabs to take down certain Content, EldonLabs reserves the right to directly take down such Content or to disable Applications or to terminate your account.
5.3 In the event that you become aware of any violation of the Acceptable Use Policy by an End User, you shall immediately terminate such end user’s account. EldonLabs reserves the right to disable Applications in response to a violation or suspected violation of the Acceptable Use Policy.
5.4 You agree that you are solely responsible for (and that EldonLabs has no responsibility to you or to any third party for) the Application or any Content that you create, transmit or display while using the EldonLabs Services and for the consequences of your actions (including any loss or damage which EldonLabs may suffer) by doing so.
5.5 You agree that EldonLabs has no responsibility or liability for the deletion or failure to store any Content and other communications maintained or transmitted through use of Services. You further acknowledge that you are solely responsible for securing and backing up your Applications and any Content.
6. Proprietary Rights
6.1 You acknowledge and agree that EldonLabs (or EldonLabs’s licensors) own all legal right, title and interest in and to the EldonLabs Services, including any intellectual property rights which subsist in the EldonLabs Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
6.2 Except as provided in Section 8, EldonLabs acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content or Applications that you create, submit, post, transmit or display on, or through, the EldonLabs Services, including any intellectual property rights which subsist in that Content and the Application (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with EldonLabs, you agree that you are responsible for protecting and enforcing those rights and that EldonLabs has no obligation to do so on your behalf.
7. License from EldonLabs and Restrictions
7.1 EldonLabs gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license, with no right to sub-license, to use the software provided to you by EldonLabs as part of the EldonLabs Services as provided to you by EldonLabs. This license is for the sole purpose of enabling you to use and enjoy the benefit of the EldonLabs Services as provided by EldonLabs, in the manner permitted by the Terms.
7.2 You may not (and you may not permit anyone else to): (a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the EldonLabs Services or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by EldonLabs, in writing (e.g., through an open source software license); or (b) attempt to disable or circumvent any security mechanisms used by the EldonLabs Services or any applications running on the EldonLabs Services.
7.3 Open source software licenses for components of the EldonLabs Services released under an open source license constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede these Terms, the open source licenses govern your agreement with EldonLabs for the use of the components of the EldonLabs Services released under an open source license.
8. License from You
8.1 EldonLabs claims no ownership or control over any Content or Application. You retain copyright and any other rights you already hold in the Content and/or Application, and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying the Content on or through the EldonLabs Services you give EldonLabs a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Content for the sole purpose of enabling EldonLabs to provide you with the EldonLabs Services. Furthermore, by creating an Application through use of the EldonLabs Services, you give EldonLabs a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Application for the sole purpose of enabling EldonLabs to provide you with the EldonLabs Services.
8.2 You may choose to or we may invite you to submit comments or ideas about the EldonLabs Services, including without limitation about how to improve the EldonLabs Services or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place EldonLabs 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.
8.3 You agree that EldonLabs, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to your website) for the purpose of advertising or publicizing your use of the EldonLabs Services.
9.1 Databases or Data Sources means any computer system that stores data or allows it to be queried for later retrieval such as, but not limited to, relational databases, non relational NoSQL databases, key value stores, distributed databases, and cloud databases.
10.1 EldonLabs may, and you grant us permission to, make recommendations via the EldonLabs Services for products or services we think may be of interest to you based on your Application(s), Content, and/or use of the EldonLabs Services. We will never make recommendations directly to your End Users.
11. Modification and Termination of the EldonLabs Services
11.1 EldonLabs is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the EldonLabs Services which EldonLabs provides may change from time to time without prior notice to you, subject to the terms in Section 4.3. Changes to the form and nature of the EldonLabs Services will be effective with respect to all versions of the EldonLabs Services; examples of changes to the form and nature of the EldonLabs Services include without limitation changes to fee and payment policies, security patches, added functionality, and other enhancements.
11.2 You may terminate these Terms at any time by canceling your account on the EldonLabs Services. You will not receive any refunds if you cancel your account.
11.3 You agree that EldonLabs, in its sole discretion and for any or no reason, may terminate your account or any part thereof. You agree that any termination of your access to the EldonLabs Services may be without prior notice, and you agree that EldonLabs will not be liable to you or any third party for such termination.
11.4 You are solely responsible for exporting your Content and Application(s) from the EldonLabs Services prior to termination of your account for any reason, provided that if we terminate your account, we will provide you a reasonable opportunity to retrieve your Content and Application(s).
11.5 Upon any termination of the EldonLabs Services or your account these Terms will also terminate, but Sections 6.1, 11, 12, 13, 14, and 18 shall continue to be effective after these Terms are terminated.
12. EXCLUSION OF WARRANTIES
12.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 12 AND 13, SHALL EXCLUDE OR LIMIT EldonLabs’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
12.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE EldonLabs SERVICE IS AT YOUR SOLE RISK AND THAT THE EldonLabs SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
12.3 EldonLabs, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE EldonLabs SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EldonLabs, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE EldonLabs SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE EldonLabs SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE EldonLabs SERVICES WILL BE ACCURATE.
13. LIMITATION OF LIABILITY
13.1 SUBJECT TO SECTION 12.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT EldonLabs, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR 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.
13.2 THE LIMITATIONS ON EldonLabs’S LIABILITY TO YOU IN PARAGRAPH 13.1 ABOVE SHALL APPLY WHETHER OR NOT EldonLabs HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
14.1 You agree to hold harmless and indemnify EldonLabs, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners (collectively “EldonLabs and Partners”) from and against any third party claim arising from or in any way related to (a) your breach of the Terms, (b) your use of the EldonLabs Services, (c) your violation of applicable laws, rules or regulations in connection with the EldonLabs Services, or (d) your Content or your Application, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, EldonLabs will provide you with written notice of such claim, suit or action.
15. Copyright Policy
15.1 It is EldonLabs’s policy to respond to DMCA notices or other applicable copyright laws and to terminate the accounts of repeat infringers. We reserve the right to take down content in your Application or, if necessary, the Application itself upon receipt of a valid DMCA notice.
16. Other Content
16.1 The EldonLabs Services may include hyperlinks to other web sites or content or resources or email content. EldonLabs may have no control over any web sites or resources which are provided by companies or persons other than EldonLabs.
16.2 You acknowledge and agree that EldonLabs is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
16.3 You acknowledge and agree that EldonLabs is not liable for any loss or damage which may be incurred by you or your End Users as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
17. Changes to Terms
17.1 EldonLabs may make changes to the Terms from time to time. If we change the Terms in any substantive way, we will give you at least seven (7) days notice before the changes take effect, during which period of time you may reject the changes by terminating your account.
17.2 You understand and agree that if you use the EldonLabs Services after the date on which the Terms have changed, EldonLabs will treat your use as acceptance of the updated Terms.
18 General Legal Terms
18.1 The Terms constitute the whole legal agreement between you and EldonLabs and govern your use of the EldonLabs Services (but excluding any services which EldonLabs may provide to you under a separate written agreement), and completely replace any prior agreements between you and EldonLabs in relation to the EldonLabs Services.
18.2 There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture.
18.3 If EldonLabs provides you with a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict.
18.4 You agree that EldonLabs may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the EldonLabs Services. By providing EldonLabs your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.
18.5 You agree that if EldonLabs does not exercise or enforce any legal right or remedy which is contained in the Terms (or which EldonLabs has the benefit of under any applicable law), this will not be taken to be a formal waiver of EldonLabs’s rights and that those rights or remedies will still be available to EldonLabs.
18.6 EldonLabs shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
18.7 The Terms, and your relationship with EldonLabs under the Terms, shall be governed by the laws of the State of New York without regard to its conflict of laws provisions. You and EldonLabs agree to submit to the exclusive jurisdiction of the courts located within the state of New York to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that EldonLabs shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
18.8 Neither party may assign any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the entirety of its rights and obligations under these Terms, without consent of the other party, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of your use of the EldonLabs Services upon written notice to the assigning party.
18.9 If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Terms and shall not affect the validity and enforceability of any remaining provisions. The section headings used herein are for reference only and shall not be read to have any legal effect.
19 Modification to the Services and Prices
19.1 We reserve the right at anytime and from time to time to modify or discontinue, temporarily or permanently, the EldonLabs Services (or any part thereof) without notice.
19.2 Prices of the EldonLabs Services, including but not limited to monthly subscription plan fees to the EldonLabs Service, are subject to change upon 30 days notice from us. Such notice may be provied at any time by posting the changes to the EldonLabs website.
19.3 We shall not be liable to you or any third party for any modification, price change, suspension or discontinuance of the EldonLabs Services.