Effective: February 2008
YOUR USE OF THIS WEB SITE CONSTITUTES YOUR AGREEMENT TO BE
BOUND BY THESE TERMS AND CONDITIONS OF USE.
Limitations on Use. The Content on this Web Site is for your personal use only and not for commercial exploitation. Notwithstanding the foregoing, to the extent this Web Site provides electronic commerce, such buying opportunities may be made available for group as well as personal purchasing, so long as you are authorized to make purchases on behalf of such group. You may not decompile, reverse engineer, disassemble, rent, lease, loan, sell, sublicense, or create derivative works from this Web Site or the Content. Nor may you use any network monitoring or discovery software to determine the site architecture, or extract information about usage, individual identities or users. You may not use any robot, spider, other automatic software or device, or manual process to monitor or copy our Web Site or the Content without Provider’s prior written permission. You may not copy, modify, reproduce, republish, distribute, display, or transmit for commercial, non-profit or public purposes all or any portion of this Web Site, except to the extent permitted above. You may not use or otherwise export or re-export this Web Site or any portion thereof, or the Content in violation of the export control laws and regulations of the United States of America. Any unauthorized use of this Web Site or its Content is prohibited.
Not Legal Advice. Content is not intended to and does not constitute legal advice and no attorney-client relationship is formed, nor is anything submitted to this Web Site treated as confidential. The accuracy, completeness, adequacy or currency of the Content is not warranted or guaranteed. Your use of Content on this Web Site or materials linked from this Web Site is at your own risk.
Attorney Ethics Notice. If you are an attorney participating in any aspect of this Web Site, including but not limited to message boards, chat rooms or email forums, you acknowledge that the Rules of Professional Conduct of the jurisdictions where you are licensed (“Rules”) apply to all aspects of your participation and that you will abide by these Rules. These Rules include, but are not limited to, the rules relating to advertising, solicitation of clients, unauthorized practice of law, and misrepresentations of fact. Provider disclaims all responsibility for your compliance with these Rules. You further agree and acknowledge that when you participate in any chat area on this Web Site, including but not limited to the message boards, that you will not offer legal advice, but will only provide general information.
International Users. The Site is administered by Elyk Innovation, Inc. from its offices in the United States. Materials published at the Site may refer to products, programs, or services that are not available in your country. Furthermore, Elyk Innovation, Inc. makes no representation that the Materials at the Site are appropriate or available for use at other locations outside of the United States and access to them from territories where their contents are illegal is prohibited. You may not use the Site or export information and materials in violation of the export laws of the United States or any other country. If you access the Site from a location outside of the United States, you are responsible for compliance with all applicable laws.
Table of Contents
- Acceptance of Terms
- Your Obligations and Conduct
- Confidentiality of Elyk Innovation, Inc. Information
- Content Submitted to Elyk Innovation, Inc.
- Delivery of Email
- Notices, Modification and Termination of Services
- Advertisements and Promotions
- Content Provided Via Links
- Intellectual Property Rights
- Disclaimer of Warranties
- Limitation of Liability
- General Terms
Elyk Innovation, Inc. AND ITS AFFILIATES (“Elyk Innovation, Inc.”) PROVIDE THIS Web Site TO YOU, YOUR EMPLOYEES, AGENTS, AND CONTRACTORS, AND ANY OTHER ENTITY ON WHOSE BEHALF YOU ACCEPT THESE TERMS (COLLECTIVELY “YOU”), SUBJECT TO THESE TERMS. THESE TERMS ARE ENTERED INTO BY AND BETWEEN Elyk Innovation, Inc. AND YOU, AND YOU ACCEPT THEM BY: (a) PLACING AN ORDER THROUGH THIS Web Site; (b) USING THE Web Site IN ANY OTHER MANNER; AND/OR (c) ACKNOWLEDGING AGREEMENT WITH THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS Web Site.
1.2 This Web Site (“Web Site”) includes without limitation: Elyk Innovation, Inc..org and all related web sites and other on-line services accessible via the Web Site (collectively the “Services”); (b) information such as technical, contractual, product, program, pricing, marketing, and other valuable information (“Information”); and (c) content such as data, text, software, music, sound, photographs, graphics, video, messages, or other materials (“Content”). Elyk Innovation, Inc. controls and operates its Web Sites from various locations and makes no representation that this Web Site is appropriate or available for use in all locations. Elyk Innovation, Inc. products and services may not be available in your location, and deliverables may vary among locations. If you are using the Web Site on behalf of your employer, you represent and warrant that you are authorized to accept these Terms on your employer’s behalf, and that your employer agrees to indemnify you and Elyk Innovation, Inc. for violations of these Terms. In addition to the Terms and unless otherwise noted, the standard Elyk Innovation, Inc. terms and conditions of sale in your jurisdiction govern purchases you make through the Web Site, unless you have in effect a separate valid written purchase or license agreement with Elyk Innovation, Inc. for that product or service, in which case that separate agreement governs, and in cases of conflict, prevails.
2. YOUR OBLIGATIONS AND CONDUCT
2.1 Certain sections of this Web Site may require you to register. If registration is requested, you agree to provide Elyk Innovation, Inc. with accurate and complete registration information. It is your responsibility to inform Provider of any changes to that information. Each registration is for a single individual only, unless specifically designated otherwise on the registration page. Provider does not permit a) anyone other than you to use the sections requiring registration by using your name or password; or b) access through a single name being made available to multiple users on a network or otherwise. You are responsible for preventing such unauthorized use. If you believe there has been unauthorized use, you must notify Provider immediately by emailing [email protected]. In consideration of your use of the Web Site, you agree to: (a) provide accurate, current, and complete information about you as may be prompted by a registration form on the Web Site (the “Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any information you provide to Elyk Innovation, Inc., to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to information and Registration Data. You have sole responsibility for adequate protection and backup of data and/or equipment used in connection with the Web Site.
2.2 You are entirely responsible for all Content that you upload, post or otherwise transmit via the Web Site. You agree not to upload, post or otherwise transmit via the Web Site Content that: (a) is inaccurate, harmful, obscene, pornographic, defamatory, racist, violent, offensive, harassing, or otherwise objectionable to Elyk Innovation, Inc. or other users of the Web Site; (b) includes unauthorized disclosure of personal information; (c) violates or infringes anyone’s intellectual property rights; or (d) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. Elyk Innovation, Inc. reserves the right to edit or remove Content that violates these Terms or that contains third-party commercial advertisements.
2.3 You agree that you will not use the Web Site to: (a) transmit spam, bulk or unsolicited communications; (b) pretend to be Elyk Innovation, Inc. or someone else, or spoof Elyk Innovation, Inc.’s or someone else’s identity; (c) forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any Content transmitted through the Services; (d) misrepresent your affiliation with a person or entity; (e) disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users’ ability to use the Web Site; (f) engage in activities that would violate any fiduciary relationship, any applicable local, state, national or international law, or any regulations having the force of law, including but not limited to attempting to compromise the security of any networked account or site, operating an illegal lottery or gambling operation, stalking, or making threats of harm; or (g) collect or store personal data about other users unless specifically authorized by such users.
3. CONFIDENTIALITY OF Elyk Innovation, Inc. INFORMATION
3.1 You may obtain direct access via the Web Site to certain confidential information of Elyk Innovation, Inc. and its suppliers, including without limitation technical, contractual, product, program, pricing, marketing and other valuable information that should reasonably be understood as confidential (“Confidential Information”). You must hold Confidential Information in strict confidence. Title to Confidential Information remains with Elyk Innovation, Inc. and its suppliers.
3.2 Your obligations regarding Confidential Information expire five (5) years after the date of disclosure. Upon termination of the Terms or Elyk Innovation, Inc.’s written request, you must cease use of Confidential Information and return or destroy it.
3.3 The Terms impose no obligation upon you with respect to Confidential Information that you can establish by legally sufficient evidence: (a) You possessed prior to your receipt from Elyk Innovation, Inc., without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public through no act or omission by you, or otherwise without violation of the Terms; (c) You obtained from a third party who had the right to disclose it, without an obligation to keep such information confidential; (d) You independently developed without the use of Confidential Information and without the participation of individuals who have had access to it, or (e) in response to a valid order by a court or other governmental body, as otherwise required by law, or as necessary to establish the rights of either party under these Terms and as disclosed after prior notice to Elyk Innovation, Inc. adequate to afford Elyk Innovation, Inc. the opportunity to object to the disclosure.
4. CONTENT SUBMITTED TO Elyk Innovation, Inc.
4.2 You shall not distribute on or through this Web Site any content or material containing any advertising, promotion, solicitation for goods, services or funds or solicitation for others to become members of any enterprise or organization without the express written permission of the Provider. Notwithstanding the foregoing, in any interactive areas of this Web Site, where appropriate you a) may list along with your name, address and email address, your own web site’s URL and b) may recommend third party Web sites, goods or services so long as you have no financial interest in and receive no direct or indirect benefit from such recommended Web Site, product or service or its recommendation. In no event may any person or entity solicit anyone with data retrieved from this Web Site.
4.3 You shall not post, publish, upload or distribute any messages, data, information, text, graphics, links or other material (“Postings”) which is unlawful or abusive in any way, including but not limited to any Postings that are defamatory, libelous, pornographic, obscene, threatening, invasive of privacy or publicity rights, inclusive of hate speech, or would constitute or encourage a criminal offense, violate the rights of any party, or give rise to liability or violate any local, state, federal or international law, or the regulations of the U.S. Securities and Exchange Commission, any rules of any securities exchange such as the New York Stock Exchange, the American Stock Exchange, or the NASDAQ, either intentionally or unintentionally. Provider may delete your Posting at any time for any reason without permission from you.
4.4 Your Postings shall be accompanied by your real name and shall not be posted anonymously. Participants in interactive areas shall not misrepresent their identity or their affiliation with any person or entity.
5. DELIVERY OF EMAIL
Elyk Innovation, Inc. will attempt to deliver all of the email that is addressed to your email address on Elyk Innovation, Inc.’s Services. However, the nature of email is such that Elyk Innovation, Inc. cannot guarantee delivery of such email.
You agree to indemnify, defend and hold harmless Elyk Innovation, Inc. and its subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, suppliers, alliance members, other partners, employees and representatives from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your Content, Your use of or connection to the Web Site (including any use by you on behalf of your employer), Your violation of the Terms, or your violation of any rights of another.
7. NOTICES; MODIFICATION AND TERMINATION OF SERVICES; AMENDMENT OF TERMS
Elyk Innovation, Inc. may provide notice to you via email, regular mail, or posting notices or links to notices on the Web Site. Elyk Innovation, Inc. reserves the right at any time to modify, suspend or terminate the Services (or any part thereof), and/or your use of or access to them, with or without notice. Elyk Innovation, Inc. may also delete, or bar access to or use of, all related Information and files. Elyk Innovation, Inc. will not be liable to you or any third-party for any modification, suspension, or termination of the Services, or loss of related information. Elyk Innovation, Inc. may amend these Terms at any time by posting the amended terms on this Web Site.
8. ADVERTISEMENTS AND PROMOTIONS
Elyk Innovation, Inc. may run advertisements and promotions from third parties on the Web Site. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion on this Web Site is accurate and complies with applicable laws. Provider will not be responsible for the illegality of or any error or inaccuracy in advertisers’ or sponsors’ materials or for the acts or omissions of advertisers and sponsors. Your correspondence or business dealings with, or participation in promotions of, advertisers other than Elyk Innovation, Inc. found on or through the Web Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. Elyk Innovation, Inc. is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such non-Elyk Innovation, Inc. advertisers on the Web Site.
9. CONTENT PROVIDED VIA LINKS
9.1 You may find links to other Internet sites or resources on the Web Site. You acknowledge and agree that Elyk Innovation, Inc. is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. Provider shall not be responsible for and assumes no liability for any infringement, mistakes, misstatements of law, defamation, slander, libel, omissions, falsehood, obscenity, pornography or profanity in the statements, opinions, representations or any other form of content contained in any third party content appearing on this Web Site. You understand that the information and opinions in the third party content is neither endorsed by nor does it reflect the belief of Provider. Elyk Innovation, Inc. will not be responsible or liable, directly or indirectly, for any actual or alleged damage or loss caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 Except as expressly authorized by Elyk Innovation, Inc. or by Content providers, you agree not to reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish, download, transmit, or create derivative works of the Content of others, in whole or in part, by any means. You must not modify, decompile, or reverse engineer any software Elyk Innovation, Inc. discloses to you, and you must not remove or modify any copyright or trademark notice, or other notice of ownership.
10.2 “Elyk Innovation, Inc. Trademarks” means all names, marks, brands, logos, designs, trade dress, slogans and other designations Elyk Innovation, Inc. uses in connection with its products and services. You may not remove or alter any Elyk Innovation, Inc. Trademarks, or co-brand your own products or material with Elyk Innovation, Inc. Trademarks, without Elyk Innovation, Inc.’s prior written consent. You acknowledge Elyk Innovation, Inc.’s rights in Elyk Innovation, Inc. Trademarks and agree that any use of Elyk Innovation, Inc. Trademarks by you shall inure to Elyk Innovation, Inc.’s sole benefit. You agree not to incorporate any Elyk Innovation, Inc. Trademarks into your trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations, for use on or in connection with computer or Internet-related products, services or technologies.
10.3 Elyk Innovation, Inc. is committed to respecting others’ intellectual property rights, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement on our Web Site, please contact [email protected].
10.4 Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. Permission is granted to display, copy, distribute and download Content owned by Elyk Innovation, Inc. on this Web Site provided that: (a) the copyright notice pertaining to the Content remains, and a permission notice (e.g., “Used with permission”) is added to such Content; (b) the use of such Content is solely for personal and non-commercial use; (c) such Content will not be copied or posted on any networked computer or published in any medium, except as explicitly permitted by valid permission or license covering such materials; and (d) no modifications are made to such Content. This permission terminates automatically without notice if you breach any of the terms or conditions in this Section 10.4. Upon termination, you must immediately destroy any downloaded and/or printed Content.
10.5. Digital Millennium Copyright Act – Notification of Alleged Copyright Infringement. Provider has registered an agent with the United States Copyright Office in accordance with the terms of the Digital Millennium Copyright Act (the “Act”) and avails itself of the protections under the Act. Provider reserves the right to remove any Content that allegedly infringes another person’s copyright. Provider will terminate, in appropriate circumstances, subscribers and account holders of the Provider’s system or network who are repeat infringers of another person’s copyright. Notices to Provider regarding any alleged copyright infringement should be directed to the Elyk Innovation, Inc. General Counsel’s Office at insert Frank’s address, Tallahassee, FL, telephone, fax, email address.
11. DISCLAIMER OF WARRANTIES
11.1 YOUR USE OF THE WEB SITE IS AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED. THE WEB SITE, INCLUDING THE INFORMATION, SERVICES AND CONTENT (AS DEFINED IN SECTION 1.2) IS PROVIDED ON AN “AS IS” “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. Elyk Innovation, Inc. DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. Elyk Innovation, Inc. MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE USEFULNESS QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE WEB SITE.
11.2 Elyk Innovation, Inc. MAKES NO WARRANTY OR REPRESENTATION THAT: (a) THE WEB SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (b) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEB SITE WILL BE ACCURATE OR RELIABLE; (c) THE QUALITY OF ANY PRODUCTS, SERVICES, CONTENT, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED FROM THE WEB SITE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR (d) ANY ERRORS IN THE WEB SITE WILL BE CORRECTED.
11.3 YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM OBTAINING ANY CONTENT FROM THE WEB SITE, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES.
12. LIMITATION OF LIABILITY
12.1 TO THE FULL EXTENT PERMITTED BY LAW, Elyk Innovation, Inc. IS NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH THE WEB SITE, EVEN IF Elyk Innovation, Inc. HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION DAMAGES DUE TO: (a) THE USE OF OR THE INABILITY TO USE THE WEB SITE; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE WEB SITE; (c) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE Web Site, INCLUDING WITHOUT LIMITATION UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS; OR (d) CONTENT OR INFORMATION YOU MAY DOWNLOAD, USE, MODIFY OR DISTRIBUTE.
12.2 TO THE EXTENT THAT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PORTIONS OF THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY.
14. GENERAL TERMS
14.3 Florida law and controlling U.S. federal law govern any action related to the Terms and/or your use of the Web Site. Choice of law rules of any jurisdiction and the United Nations Convention on Contracts for the International Sale of Goods will not apply to any dispute under the Terms. You and Elyk Innovation, Inc. agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Duval, Florida, U.S.A.
14.4 Services, Content, and product derived or obtained from this Web Site may be subject to the U.S. export laws and the export or import laws of other countries. You agree to comply strictly with all such laws and, in particular, shall: (a) obtain any export, reexport, or import authorizations required by U.S. or your local laws; (b) not use Services, Content, or direct product from this Web Site to design, develop or produce missile, chemical/biological, or nuclear weaponry; and (c) not provide Services, Content, or direct product from this Web Site to prohibited countries and entities identified in the U.S. export regulations.
14.5 Rights and obligations under the Terms which by their nature should survive will remain in full effect after termination or expiration of the Terms.
14.6 The Web Site may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include statements regarding market expectations and opportunities, expectations about financials, research and development and strategies, statements concerning Elyk Innovation, Inc.’s roadmaps, market share growth, and product and service development and introduction, and our continuous evaluation of the competitiveness of our product and service offerings. These forward-looking statements are just predictions and involve risks and uncertainties. Actual results may differ materially from results discussed in the forward-looking statements. Factors that may cause such a difference include risks related to adverse changes in general economic conditions, failure to reduce costs, lack of success in technical advancements, the timely development, production and acceptance of new products and services, and Elyk Innovation, Inc.’s ability to compete in a highly competitive and rapidly changing marketplace.
14.7 Any express waiver or failure to exercise promptly any right under the Terms will not create a continuing waiver or any expectation of non-enforcement. If any provision of the Terms is held invalid by any law or regulation of any government, or by any court or arbitrator, the parties agree that such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of the Terms will remain in full force and effect.