Terms of Use
Effective Date of Current Terms of Use: August 1, 2008.
These Terms and Conditions of Use (“Terms of Use”) constitute a legal agreement between you, as an individual and/or in your capacity as an official representative of an entity, with the power to bind such entity to the provisions of these Terms of Use, and ELAP SERVICES LLC, Inc. (“ELAP”) governing your use of this World Wide Web site (the “Website”). YOUR USE OF THIS WEBSITE IS SUBJECT TO THESE TERMS OF USE. YOUR ACCESSING, VIEWING AND/OR USING THE WEBSITE OR ANY MATERIAL LOCATED ON THIS WEBSITE, CONSTITUTES YOUR ACKNOWLEDGMENT THAT YOU HAVE REVIEWED THESE TERMS OF USE AND YOUR AGREEMENT TO BE BOUND BY SUCH TERMS OF USE. IF YOU DO NOT AGREE TO ANY OF THESE TERMS OF USE, YOU MUST IMMEDIATELY EXIT THIS WEBSITE.
Grant of Limited License. Subject to the provisions of these Terms of Use, ELAP hereby grants to you a nonexclusive, nontransferable, restricted right and license to access, view or use the Website and material contained hereon, [and to download or print copies of the material contained hereon for your internal business purposes, provided that any copy that you may make shall retain all copyright and other proprietary notices contained in the information provided]. You may not, however, distribute, modify, transmit, repost, use (other than for your internal business purposes) or publish the information or material appearing on the Website for any reason without the prior written permission of ELAP. You also may not exploit software tools, documents, information or databases located on the Website for commercial uses, or use any data mining or similar tools. You agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our Web pages or the content contained herein without our prior written permission. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Website or any transaction being conducted on our Website.
Restricted Access Areas. Certain areas of this Website will require user registration and the provision of an account or policy number, name, email address or other personally identifiable log-in credentials to gain access. In order to obtain access to these restricted access areas, you will need to be an ELAP client. Use of these restricted access areas of the Website may be subject to viewing, monitoring or recording by ELAP in order to ensure authorized access only and proper use of any information or data obtained from the Website. Unauthorized access to these restricted access areas or misuse of information derived from these restricted access areas shall constitute a breach of these Terms of Use.
ELAP may employ a number of precautions to help keep your log-in credentials secure, including without limitation, a password, security questions, and a security image/caption. However, you should keep your log-in credentials secure at all times and are ultimately responsible for their security. Please remember to log out of your secure sessions on the Website and close your Internet browser following the session. If at any time you believe your log-in credentials have been compromised and you wish to change your account registration information, you will be provided with an opportunity to do so on the Website. In the event that you suspect any unauthorized activity has occurred in connection with your account, please contact ELAP immediately. ELAP will never request information regarding your log-in credentials in an unsolicited telephone call or e-mail.
Non-Disclosure Agreement. You hereby acknowledge that, in connection with your use of the restricted access areas, you may have access to or acquire, personally identifiable, confidential and proprietary information relating to the policies, financial information, business and operations of ELAP, including, without limitation, materials available for download through the restricted access areas (collectively, “Confidential Information”). You agree that such Confidential Information has been and will continue to be of critical importance to ELAP, and that disclosure of it to, or its use by, others could cause substantial and irreparable loss to ELAP. Consequently, you agree that you shall not, without the prior written consent of ELAP, disclose to any third party any Confidential Information obtained in connection with your use of the Website.
You acknowledge that the copying, disclosure, or use of all or any portion of ELAP Confidential Information in a manner inconsistent with any provision of this Agreement may cause irreparable injury for which there may be no adequate remedy at law and ELAP shall be entitled to seek equitable relief in court, including, without limitation, temporary restraining orders and preliminary and/or permanent injunctions. In addition, you may be subject to legal action which may result in monetary damages (which may include consequential damages) against you and/or the business entity you represent.
Modification of the Website and These Terms of Use. ELAP reserves the right to change, modify, alter, update or discontinue the terms, conditions and notices under which the Website is offered including the Terms of Use and the services, features, links, and content offered via this Website at any time and from time to time without notice or further obligation to you. By your continued use of the Website following such changes, modifications, alterations or updates, you agreed to be bound by such changes, modifications, alterations or updates.
Termination. ELAP may terminate and/or suspend your right to access the Website at any time, with or without cause, in its absolute discretion and without notice.
Proprietary Materials. The Website is protected by copyright pursuant to U.S. copyright laws, international treaties and other copyright laws. The Website contains copyrighted material, trademarks and other proprietary information of ELAP and others (collectively, “Proprietary Material”), which may include, without limitation: text, software, photos, video, graphics, images, music and sound. You may not to modify, publish, copy, transmit, participate in the transfer or sale of, create derivative works of, or in any way exploit, in whole or in part, any Proprietary Material without prior written authorization from ELAP.
Limited Warranty. THE WEBSITE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY AS TO THE ACCURACY, COMPLETENESS, CURRENCY, RELIABILITY OR CONTENT OF ANY INFORMATION OR MATERIAL PROVIDED BY OR THROUGH THE WEBSITE, AND THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY, ACCURACY, ADEQUACY, COMPLETENESS, CURRENCY, CORRECTNESS OR VALIDITY OF ANY INFORMATION OR MATERIAL PROVIDED BY OR THROUGH THE WEB SITE RESTS WITH YOU. ELAP DOES NOT WARRANT THAT THE FUNCTIONS OF THE WEBSITE WILL MEET ANY OR ALL OF YOUR REQUIREMENTS OR THAT THE OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE.
No Liability for Loss or Injury. Neither ELAP nor any of its third party suppliers and/ or licensors shall be liable for any loss or injury arising out of or caused, in whole or in part, by any negligent acts or omissions in procuring, compiling, collecting, interpreting or using information contained in the Website.
Limitations on Liability and Remedies. ELAP IS NOT AND SHALL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING FROM THE USE OF OR THE INABILITY TO USE THE WEBSITE. THIS DISCLAIMER OF LIABILITY INCLUDES, WITHOUT LIMITATION, ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION, TRANSMISSION OR DELIVERY, COMPUTER VIRUS, COMMUNICATIONS LINES FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF OR USE OF RECORDS, PROGRAMS OR FILES, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE OR UNDER ANY OTHER CAUSE OF ACTION. IN NO EVENT SHALL ELAP BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF THE USE OR PERFORMANCE OF THE WEBSITE, EVEN IF ELAP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Privacy. The privacy policies of ELAP are accessible by clicking on Privacy Policy link. By using the Website and accepting these Terms of Use, you expressly consent to use of your information, as enumerated in the then-current privacy policies of ELAP, as such policies may be amended from time to time.
Indemnification. You hereby agree to indemnify, defend and hold harmless ELAP, its officers, directors, employees and agents from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from your use or misuse of the Website or any violation by you of these Terms of Use. You further agree that you shall be solely responsible for any and all liabilities and related costs arising from your use or misuse of this Website, including, without limitation, any unauthorized disclosure by you or the entity you represent of any Confidential Information obtained by you on this Website.
Links to Third-Party Websites and Non-Endorsement. This Website may contain links to third-party Internet sites. ELAP makes no endorsements, representations and warranties, and assumes no responsibility as to the information or material appearing on third-party websites to which ELAP provides links. ELAP cannot be responsible for privacy policies used by third-party websites or accuracy of such other websites.
General. These Terms of Use are governed by the laws of the Commonwealth of Pennsylvania and the federal laws of the United States, without reference to conflict of laws principles. The federal and state courts in the Commonwealth of Pennsylvania shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement, and you hereby expressly consent to such exclusive jurisdiction. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall nonetheless be enforceable to the greatest extent possible, and the remaining provisions shall be enforced. The failure of ELAP to act at any time with respect to a breach by you does not waive ELAP’s right to act at any other time, and/or to take action with respect to subsequent or similar breaches. You may not assign or transfer these Terms of Use or your rights hereunder, and any attempt to the contrary is void. ELAP shall not be liable for any delay or failure to perform resulting directly or indirectly from any causes beyond its control. You shall comply with all applicable laws and regulations relating to your access to and use of the Website. These Terms of Use, along with any policy statements promulgated from time to time by ELAP sets forth the entire understanding and agreement between you and ELAP with respect to the subject matter hereof and supersedes any prior understandings or agreements with respect to such subject matter.
