Terms of Service
Welcome to the ELSA website (the “Site”). The Site is owned and operated by ELSA, Corp. (“ELSA,” “Company”, “we”, or
“us”). We are making the Site and our mobile applications (“Apps”) (collectively, the “Service”) available to you
subject to the following terms and conditions of service (the “Terms”). The Terms are a legal contract between you and
ELSA regarding your use of the Service (you and others using the Service will be referred to as “Users”).
As long as you comply with these Terms, you have the right to download and install a copy of the Apps to your mobile
device, and to access and use the Service, for your own personal use. By accessing and using the Service, you
acknowledge that you have read, understood, and agree to be bound by the Terms. If you do not agree to these Terms at
any time, please do not use the Service.
Applicable Terms and Policies.
- Guidelines. When using the Service, you will be subject to any additional posted guidelines or rules applicable
to specific services and features which may be posted from time to time (the "Guidelines"). All such Guidelines are
hereby incorporated by reference into the Terms.
collect from you and other Users, and how we use that information internally and disclose it to third parties, including
- Modifications. From time to time, we may modify the Terms. If we do so, we will make the modified Terms
available through the Service, and indicate the date of the latest revision. We encourage you to review the Terms
periodically for changes. Your continued use of the Service after revised Terms have become effective indicates that you
have read, understood and agreed to the current version of the Terms. If you do not agree with any changes to the Terms,
you must cease using the Service.
- Users Must Be 13 or Older. If you are opening an account on behalf of yourself, you represent that you are the
age of majority in your jurisdiction and fully able and competent to enter into these Terms. If you are under 18, you
may use our Site only with the involvement of a parent or guardian. In any case, you affirm that you are 13 years of age
or older, as the Service is not intended for children under 13.
- Termination. You agree that we may terminate your account or use of the Service at any time in our sole
discretion, and you agree that we shall not be liable to you or any third party for any such termination. If we
terminate your access to the Service, your Content will no longer be accessible through your account, but such Content
may persist and appear within the Service (e.g. if your Content has been shared or re-shared).
- Account Information. In order to use some features of the Service, you will have to create an account. When
creating an account, you must provide true, accurate, current, and complete information. You also must ensure that this
information is kept accurate and up-to-date at all times. You agree that we may access, preserve and disclose your
account information and Your Content if required to do so by law or in a good faith belief that such access,
preservation or disclosure is reasonably necessary to (a) comply with legal process; (b) enforce the Terms; (c) respond
to a claim that Your Content violates the rights of third parties; (d) to respond if you contact us; or (e) protect the
rights, property or personal safety of the Company, Users and the public.
- Password. When you register you will be asked to provide a password. As you will be responsible for all
activities that occur under your password, you should keep your password confidential. You are solely responsible for
maintaining the confidentiality of your account and password and for restricting access to your computers and mobile
devices, and you agree to accept responsibility for all activities that occur under your account or password. If you
have reason to believe that your account is no longer secure (for example, in the event of a loss, theft or unauthorized
disclosure or use of your account ID or password), you should immediately notify us. You may be liable for the losses
incurred by us or others due to any unauthorized use of your account.
- Prohibitions. When creating an account, you may not: (a) provide any false personal information to us (including
a false username) or create any account for anyone other than yourself without such other person's permission; (b) use a
username that is the name of another person with the intent to impersonate that person; (c) use a username that is
subject to rights of another person without appropriate authorization; or (d) use a username that is offensive, vulgar
or obscene or otherwise in bad taste. We reserve the right to suspend or terminate your account if any information
provided during the registration process or thereafter proves to be inaccurate, false or misleading or to reclaim any
username that you create through the Service that violates our Terms.
- General. We may now or in the future permit the submission and posting of or linking to works of authorship,
creative works, graphics, images, photos, video, audio, text and interactive features (“Content”) submitted by you,
including but not limited to recordings of your voice and requests for the pronunciation of particular words, phrases or
sentences (collectively, “Your Content”). We may or may not use Your Content in our sole discretion. You understand that
whether or not Your Content is published, we do not guarantee confidentiality with respect thereto.
- Grant of Rights. We may use Your Content in a number of different ways, including publicly displaying it,
reformatting it, using it to improve our technology, creating derivative works from it, distributing it, and allowing
others to do the same in connection with their own websites and media platforms. By submitting Your Content to the
Service, you hereby grant ELSA and its affiliates a worldwide, non-exclusive, fully paid-up, royalty-free, irrevocable,
transferable license, with the right to grant and authorize sublicenses, to use, reproduce, distribute, modify, adapt,
prepare derivative works of, display, perform, and otherwise exploit Your Content in connection with the Service and our
business, including without limitation for promoting and redistributing part or all of the Service (and derivative works
thereof) in any media formats and through any media channels now known or hereafter discovered. You grant ELSA, its
affiliates, and sublicensees the right to use the name that you submit in connection Your Content if they choose. You
also agree to irrevocably waive any claims and assertions of moral rights or attribution with respect to Your Content.
You also hereby grant to each User of the Service a non-exclusive license to access Your Content through the Service,
and to use, reproduce, distribute, prepare derivative works of, display, and perform Your Content as permitted by the
functionality of the Service and these Terms. Except for the limited rights set forth in these Terms, you retain all
right, title, and interest in Your Content.
- Representations and Warranties Regarding Your Content. You represent and warrant that: (a) you own Your Content
or you have the right to use it and grant us the rights and license as provided in these Terms, and (b) the sharing of
your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract
rights or any other rights of any person.
- Prohibitions. When submitting Content to or otherwise using the Service, you agree not to: (a) submit material
that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically
offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any
law, or is otherwise inappropriate; (b) submit falsehoods or misrepresentations that could damage us, our Users or any
third party; (c) submit any private information of someone, like their address, phone number, email address, and similar
information without their permission; (d) submit material that violates a third party’s proprietary rights, including
privacy and publicity rights, or that otherwise violates any applicable law; (e) post advertisements; or (f) upload
Content that would be harmful to minors in any manner.
- Our Right to Monitor, Edit and Remove Content. We don’t have an obligation to monitor your use of the Service or
to review or any Content, but we have the right to monitor, remove, edit, and block Content or accounts containing
Content for the purpose of operating the Service, to ensure your compliance with these Terms, or to comply with
applicable law or the order or requirement of a court, administrative agency or other governmental body. We reserve the
right, at any time and without prior notice, to remove or disable access to any Content that we consider, in our sole
discretion, to be in violation of these Terms or otherwise harmful to the Service.
Our Proprietary Rights.
- Ownership. Our Service is protected by copyright, trademark, and other laws of the United States and foreign
countries. Except as expressly provided in these Terms, we (or our licensors) exclusively own all right, title and
interest in and to the Service, including all associated intellectual property rights. You may not remove, alter or
obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the
Service, including in any Content. You acknowledge and agree that any feedback, comments or suggestions you may provide
regarding the Service will be the sole and exclusive property of ELSA and you hereby irrevocably assign to us all of
your right, title and interest in and to the foregoing.
- Restrictions. You may not: (a) copy, modify or distribute the Service for any purpose; (b) transfer, sublicense,
lease, lend, rent or otherwise distribute the Service to any third party; (c) decompile, reverse-engineer, disassemble,
or create derivative works of the Service, or otherwise attempt to discover the source code of the Service; (d) make the
functionality of the Service available to multiple users through any means; or (e) use the Service in any unlawful
manner, for any unlawful purpose, or in any manner inconsistent with these Terms.
You agree not to (a) interfere with, damage, impair, or disable the Service’s operation, by any means (whether through
automated means or otherwise), including uploading or otherwise disseminating viruses, worms, spyware, adware or other
malicious code; (b) make unsolicited offers, advertisements, proposals, or send junk mail or spam to other Users, or use
the Service for commercial purposes; (c) use any robot, spider, scraper, or other automated means to access the Service
for any purpose without our express consent or bypass our robot exclusion headers or similar measures; (d) remove,
circumvent, disable, damage or otherwise interfere with the Service’s security-related features, features that prevent
or restrict the use or copying of any part of the Service, or features that enforce Service limitations; (e) attempt to
gain unauthorized access to the Service, other User accounts, computer systems or networks connected to the Service
through hacking, password mining, or any other means; (f) deep-link to the Service, and you agree you will promptly
remove any links that Company finds objectionable in its sole discretion; (g) send bulk emails, surveys, or other mass
messaging, whether commercial in nature or not; (h) solicit personal information from minors, or submit or transmit
pornography; (i) reformat or frame any portion of the Service; (k) take any action that imposes, or may impose, in our
sole discretion, an unreasonable or disproportionately large load on our technology infrastructure or otherwise make
excessive traffic demands of the Service; (l) impersonate another person or represent yourself as affiliated with us,
our staff or other industry professionals; (m) solicit a User's password or other account information; or (n) harvest
User names, addresses, or email addresses for any purpose;.
Third Party Websites and Content.
- Third Party Websites. The Service may contain links, information, and references to third party products,
services, and websites which we do not control or maintain (“Third Party Sites”). Access to and use of any Third Party
Sites is at your own risk and we are not responsible for (a) the accuracy or reliability of information on Third Party
Sites, (b) the acts or omissions of the operators of Third Party Sites (or their partners or affiliates), (c) any loss
or damage incurred in connection with the use of any Third Party Site, or (d) any transaction you consummate in
connection with your use or access of any Third Party Site. We provide these links merely as a convenience, and the
inclusion of such links does not imply an endorsement. You should review any applicable terms and policies of such Third
Party Sites, since their terms and policies, not ours, apply to your interactions with them.
- Third Party Content. You understand that when using the Service you will be exposed to Content provided by other
Users and by other third parties (collectively, “Third Party Content”). We do not control or endorse the submission of
Third Party Content, nor do we have any obligation to monitor it. We are not responsible for (a) the accuracy,
integrity, quality, legality, usefulness, or safety of, or intellectual property rights or infringement relating to,
such Third Party Content, (b) removing inappropriate Third Party Content, or (c) any loss or damage of any kind incurred
as a result of the use of any Third Party Content. You waive, any legal or equitable rights or remedies you have or may
have against ELSA with respect thereto. You alone are responsible for your involvement with other Users and providers of
Third Party Content. Company reserves the right, but has no obligation, to monitor disagreements between you and other
Users and providers of Third Party Content, provided that Company disclaims all liability related to any such
- Disputes with Third Parties. If you have a dispute with (a) another User, (b) the provider of any Third Party
Site or Third Party Content, (c) any third party that contacts you as a result of your use of the Service, or (d) any
other third party arising in connection with your use of the Service, you release us (and our officers, directors,
agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every
kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California
resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the
creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must
have materially affected his settlement with the debtor."
Indemnification; Hold Harmless.
You agree to defend (at our request), indemnify and hold harmless ELSA and its employees, managers, officers and agents
(collectively, the “ELSA Parties”) from and against any claims, liabilities, damages, losses, and expenses, including
without limitation, reasonable attorney's fees and costs, arising out of or in any way connected with any of the
following (including as a result of your direct activities on the Service or those conducted on your behalf): (i) your
violation of any third-party right, including without limitation, any intellectual property right, publicity,
confidentiality, property or privacy right; (iv) your violation of any laws, rules, regulations, codes, statutes,
ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all
regulatory, administrative and legislative authorities; or (v) any misrepresentation made by you. You will cooperate as
fully required by the Company in the defense of any claim. We reserve the right to assume the exclusive defense and
control of any matter subject to indemnification by you, and you will not in any event settle any claim without our
prior written consent.
Disclaimer of Warranties.
- Warranty Disclaimer. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE ELSA PARTIES
DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND FREEDOM FROM COMPUTER VIRUS. THE SERVICE IS PROVIDED ON AN "AS IS" AND
"AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, THE ELSA PARTIES DO NOT MAKE ANY REPRESENTATIONS OR
WARRANTIES OR ENDORSEMENTS AS TO: (A) THE SERVICE; (B) THE ELSA CONTENT; (C) USER OR THIRD PARTY CONTENT; OR (D)
SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO ELSA OR VIA THE SERVICE.
- No Technical Warranties. THE ELSA PARTIES DO NOT REPRESENT OR WARRANT THAT (A) THE SERVICE WILL BE ERROR-FREE
OR UNINTERRUPTED, (B) DEFECTS WILL BE CORRECTED, (C) THE SERVICE OR THE SERVER THAT MAKES THE SERVICE AVAILABLE IS FREE
FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES, OR (D) THE INFORMATION (INCLUDING ANY INSTRUCTIONS)
ON THE SERVICE IS ACCURATE, COMPLETE, OR USEFUL.
- Certain Jurisdictions. THE ELSA PARTIES DO NOT WARRANT THAT YOUR USE OF THE SERVICE IS LAWFUL IN ANY PARTICULAR
JURISDICTION, AND THE ELSA PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE
DISCLAIMER OF IMPLIED OR OTHER WARRANTIES, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH
WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICE.
Limitation of Liability; Waiver.
- No Liability for Losses or Damages. UNDER NO CIRCUMSTANCES WILL THE ELSA PARTIES BE LIABLE FOR ANY DIRECT,
INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES, INCLUDING BUT NOT
LIMITED TO LOSS OR DAMAGE DIRECTLY OR INDIRECTLY RELATED TO: (A) THE SERVICE AND ITS OPERATION; (B) THE ELSA CONTENT;
(C) USER OR THIRD PARTY CONTENT; (D) YOUR INABILITY TO USE THE SERVICE; (E) ANY ACTION TAKEN IN CONNECTION WITH AN
INVESTIGATION BY THE ELSA PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY'S USE OF THE SERVICE;
(F) ANY DAMAGE TO ANY USER'S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY; OR (G) LOST PROFITS, LOSS OF
GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, DEATH, PERSONAL INJURY, OR COMPUTER FAILURE OR MALFUNCTION.
THE ELSA PARTIES SHALL NOT BE LIABLE FOR THE FOREGOING LOSSES OR DAMAGES (X) EVEN IF FORESEEABLE OR EVEN IF THE ELSA
PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND (Y) WHETHER IN AN ACTION OF
CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY
NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SERVICE).
- State Requirements. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES,
SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
- Monetary Limitation. IN NO EVENT WILL THE ELSA PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES
OR ACTION EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100.00).
- No Injunctions. YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF THE ACTS
OR OMISSIONS OF THE ELSA PARTIES, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO
AN INJUNCTION OF ANY KIND.
- Waiver of California Civil Code Section 1542. BY ACCESSING THE SERVICE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS
WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE
THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF
CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND
TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH
IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
- Acts or Omissions of Third Parties. ELSA IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF
THIRD PARTIES, AND YOU RELEASE THE ELSA PARTIES FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY
WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.
Notice and Procedure for Making Claims of Copyright Infringement
- Notification of Infringement. ELSA respects the intellectual property of others. If you believe that your work
has been copied in a way that constitutes copyright infringement, please provide us with this information:
- A physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- A description of the copyrighted work that you claim has been infringed upon;
- A description of where the material that you claim is infringing is located on the site;
- Your address, telephone number, and e-mail address;
- A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright
owner, its agent, or the law;
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that
you are the copyright owner or authorized to act on the copyright owner's behalf.
- Please note that this procedure is exclusively for notifying ELSA that your copyrighted material has been infringed.
- Miscellaneous. These Terms are the entire agreement between the parties on the subject matter hereof. The
relationship of the parties hereunder is that of independent contractors, and these Terms will not be construed to imply
that either party is the agent, employee, or joint venturer of the other. In the event that any provision of these Terms
is held to be unenforceable, these Terms will continue in full force and effect without said provision and will be
interpreted to reflect the original intent of the parties. These Terms will be governed by the laws of California,
without regard to its conflict of laws principles. The parties consent to the personal and exclusive jurisdiction of the
state and federal courts in San Francisco, California. You may not assign these Terms without the prior written consent
of Company, and any prohibited assignment will be null and void. Waiver by either party of a breach of any provision of
these Terms or the failure by either party to exercise any right hereunder will not operate or be construed as a waiver
of any subsequent breach of that right or as a waiver of any other right. YOU AGREE THAT ANY CAUSE OF ACTION BROUGHT BY
YOU ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES.
OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
Last Updated: February 12, 2016