THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”) GOVERN YOUR USE OF THE ELDERTECH.ORG WEBSITE AND CONTENT, INCLUDING ONLINE AND OFFLINE COMPONENTS (COLLECTIVELY, THE “SOFTWARE”, AS FURTHER DEFINED BELOW). BY USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
As used herein: “Agreement” means these terms and conditions; “Content” means the information, documents, images, data and services contained or made available to you in the course of using the ElderTech.Org website and other ElderTech.Org electronic products; “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; “Limits of Use” means the limitations on your use of the Software as stated at the time of purchase, including but not limited to the period of service that you have paid for; “ElderTech.Org” means the owners of this website; “Software” means the ElderTech.Org website, the Content, and other ElderTech.Org electronic products; “Technology” means all of ElderTech.Org’ proprietary technology (including software, processes, algorithms, user interfaces, data, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by ElderTech.Org in providing the Software.
License Grant & Restrictions
ElderTech.Org Inc. hereby grants you a non-exclusive, non-transferable, worldwide right to use the Software, solely for your own personal or internal business purposes, subject to the terms and conditions of this Agreement. Your use of the Software shall be within the Limits of Use purchased from ElderTech.Org. All rights not expressly granted to you are reserved by ElderTech.Org and its licensors. You shall not (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Software in any way; (b) reverse engineer, modify or produce derivative works based upon the Software; (c) “frame” or “mirror” the Software on any server. You shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or that violates third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Software or the data contained therein; or (v) attempt to gain unauthorized access to the Software or its related systems or networks.
You are responsible for your use of the Software within the Limits of Use and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Software, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify ElderTech.Org immediately of any unauthorized use of the Software or any other known or suspected breach of security; (ii) report to ElderTech.Org immediately and use reasonable efforts to stop immediately any copying or distribution of the Software that is known or suspected by you; and (iii) not impersonate another user of the Software or provide false identity information to gain access to or use the Software.
Intellectual Property Ownership
ElderTech.Org alone (and its licensors, where applicable) shall own all rights, title and interest, including all related Intellectual Property Rights, in and to the Technology and the Software. You understand and agree that ElderTech.Org shall have the unrestricted right to use any comments, suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you relating to the Software. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Software, the Technology or any Intellectual Property Rights owned by ElderTech.Org. The product names associated with the Software are trademarks of ElderTech.Org or third parties, and no right or license is granted to use them. Portions of the Software are licensed, in whole or in part, by third parties.
Term and Termination
The Term of this Agreement shall start with your use of the Software and shall expire as specified in the Limits of Use. Any breach of your payment obligations or unauthorized use of Software shall be deemed a material breach of this Agreement. ElderTech.Org may terminate your use of the Software, at its sole discretion, if you breach or otherwise fail to comply with this Agreement.
Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. ElderTech.Org represents and warrants that it will provide the Software in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Software will perform substantially in accordance with the online user guide documentation for the Software under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Software and that your billing information is correct.
You shall indemnify and hold ElderTech.Org, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of comments, suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim against ElderTech.Org arising from the breach by you of this Agreement.
Disclaimer of Warranties
ELDERTECH.ORG AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SOFTWARE. ELDERTECH.ORG AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SOFTWARE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ERRORS OR DEFECTS WILL BE CORRECTED, OR (D) THE SOFTWARE OR THE SERVERS THAT SUPPORT THE SOFTWARE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SOFTWARE IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY ELDERTECH.ORG AND ITS LICENSORS. ELDERTECH.ORG RESERVES THE RIGHT TO TEMPORARILY DISABLE OR PERMANENTLY DISCONTINUE ANY AND ALL FUNCTIONALITY OF THE SOFTWARE WITHOUT NOTICE AND WITH NO LIABILITY TO YOU.
Limitation of Liability
IN NO EVENT SHALL ELDERTECH.ORG’ AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL ELDERTECH.ORG AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SOFTWARE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SOFTWARE, OR FOR ANY CONTENT ASSOCIATED WITH THE SOFTWARE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, IN THE SOFTWARE OR CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
ElderTech.Org may give notice by means of electronic mail to your e-mail address on record (such notice shall be deemed to have been given upon the expiration of 24 hours after sending by email). You may give notice to ElderTech.Org at http://eldertech.org/contact (such notice shall be deemed given when received ElderTech.Org).
This Agreement shall be governed by Maine law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Software shall be subject to the exclusive jurisdiction of the state and federal courts located in Maine. No text or information set forth on any other purchase order, pre-printed form or document shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and ElderTech.Org as a result of this Agreement. The failure of ElderTech.Org to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by ElderTech.Org in writing. This Agreement may be modified by ElderTech.Org from time to time at its sole discretion. The most current version of this Agreement may be found at http://ElderTech.Org/terms-of-use. This Agreement comprises the entire agreement between you and ElderTech.Org and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
Questions or Additional Information
If you have questions regarding this Agreement or wish to obtain additional information, please contact ElderTech.Org at http://eldertech.org/contact.
[LAST UPDATED OCTOBER 17, 2016]