Elm Analytics Terms of Use

Definitions

Terms of Use

By using ELM SERVICE, all SERVICES of Elm Analytics, Inc. ("ELM"), YOU are agreeing to be bound by the following terms and conditions ("Terms of SERVICE").

ELM reserves the right to update and change the Terms of SERVICE from time to time without notice. Any new features that augment or enhance the current SERVICE, including the release of new tools and resources, shall be subject to the Terms of SERVICE. Continued use of the SERVICE after any such changes shall constitute your consent to such changes.

License for Use of ELM SERVICE

1. With access to an ELM SERVICE, ELM grants YOU a non-exclusive revocable license to enter Company Site Profile information into an ELM SERVICE for a Company and receive reports and other information about the Company that the ELM SERVICE provides at your subscription level of an ELM SERVICE. The Data shall be for your use only and not for sale or re-use in any commercial application, or to be given or shared with anyone else.
2. YOU agree that the Content entered into the database of an ELM SERVICE is a non-revocable license to ELM to use the Content except as described in this Agreement.
3. YOU agree the software that operates supplyAware.com™ or any ELM SERVICE and houses the Content placed in supplyAware.com™ or any ELM SERVICE or the Data created by supplyAware.com™ or any Elm SERVICE belongs to ELM.
4. The license is non-transferable; any attempted transfer is void.
5. The license conveys no right to release or distribute Data or derivatives works containing this Data in any electronic/magnetic or machine-readable form or any other form without the express written consent of ELM.
6. YOU will identify "Elm Analytics, Inc, ™" as the data source on any report, chart, graph, or map derived from Data contained on the site of an ELM SERVICE
7. Although ELM maintains high standards of data quality control, ELM makes no warranty as to the fitness of the data for any purpose, nor that the Data is necessarily accurate or complete.
8. Any trademarks, copyright material, service marks and other unique marks found on this WEB site are the property of the respective owners and are not to be used by YOU without the written permission of the owner.
9. YOU acknowledge and assume the entire and complete risk of using the SERVICE. Elm makes no representation that the Information is appropriate or available for use in any particular location worldwide. YOU may not use the WEB Site in any place where such access is prohibited. YOU acknowledge that unauthorized use or attempted use of the WEB Site may result in civil or criminal prosecution. Elm may monitor and record activity on the WEB Site without notifying YOU and without your knowledge or consent.

Account Terms

1. YOU represent YOU are 18 years or older to use this SERVICE.
2. YOU represent that YOU are human. Accounts registered or accessed by "bots" or other automated methods are not permitted.
3. YOU must provide your legal full name, a valid email address, and any other information requested in order to complete the signup process. This information must be kept current.
4. Your login may only be used by YOU. - A single login shared by multiple people is not permitted.
5. YOU are responsible for maintaining the security of your account and password. ELM cannot and will not be liable for any loss or damage from your failure to comply with this security obligation. Any purchase made on your account will be charged to your credit card.
6. YOU are responsible for all User Content and Company Site Profile posted and activity that occurs under your account (even when User Content or Company Site Profile is posted by others who have accounts under your account).
7. YOU may not use the SERVICE for any illegal or unauthorized purpose. YOU must not, in the use of the SERVICE, violate The Terms of Service or any laws in your jurisdiction (including but not limited to copyright laws).
8. YOU represent that you have the authority to post any Company Site Profile information that you add to the ELM SERVICE.
9. If You use the SERVICE on behalf of the Third Party or a Third Party otherwise uses the SERVICE through Your Account, whether or not You are authorized by ELM to do so, then YOU represent and warrant that (a) You are authorized to act on behalf of, and bind to this Agreement, the Third Party to all obligations that You have under this Agreement, (b) ELM may share with the Third Party any Customer Data that is specific to the Third Party's Properties, and (c) You will not disclose Third Party's Customer Data to any other party without the Third Party's consent.

Payment, Refunds, Upgrading and Downgrading Terms

1. A valid credit card is required for paying accounts.
2. The SERVICE is billed in advance on the periodic basis YOU chose and is non-refundable. There will be no refunds or credits for partial periods of SERVICE, upgrade/downgrade refunds, or refunds for unused periods with an open account. To treat everyone equally, no exceptions will be made.
3. All fees are exclusive of all taxes, levies, or duties imposed by tax authorities, and YOU shall be responsible for payment of all such taxes, levies, or duties.
4. For any upgrade or downgrade in plan level, your credit card that YOU provided will automatically be charged the new rate on your next billing cycle.
5. Downgrading your SERVICE may cause the loss of Content, features, or capacity of your Account. ELM does not accept any liability for such a loss.

Cancellation and Termination

1. YOU are solely responsible for properly canceling your account.
2. Your account will automatically renew for the time period your account is currently billed at the end of the currently billed time period unless you cancel prior to the renewal date.
3. All your User Content will be immediately deleted from the SERVICE upon cancellation but not your Company Site Profile information. This information cannot be recovered or accessed once your account is cancelled.
4. If YOU cancel the SERVICE before the end of your current paid up period, your cancellation will take effect immediately and YOU will not be charged again, nor will a refund be given.
5. ELM, in its sole discretion, has the right to suspend or terminate your account and refuse all current or future use of the ELM SERVICE, or any other ELM SERVICE, for any reason at any time. Such termination of the ELM SERVICE will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all User Content and Company Site Profile information in your Account. ELM reserves the right to refuse SERVICE to anyone for any reason at any time.

Modifications to the SERVICE and Prices

1. ELM reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the SERVICE (or any part thereof) with or without notice.
2. Prices of all SERVICEs, including but not limited to subscription plan fees for the SERVICE, are subject to change upon 30 days notice from us. Such notice may be provided at any time by posting the changes to the Site or the SERVICE itself.
3. ELM shall not be liable to YOU or to any third party for any modification, price change, suspension, or discontinuance of the SERVICE.

Copyright and Content Ownership

1. ELM asserts a compilation copyright on the contents of the website.
2. All content posted on the SERVICE must comply with U.S. copyright law and copyright law of the jurisdiction of the User.
3. We claim no intellectual property rights over the material YOU provide to the ELM SERVICE. Your User Content remains yours. However, YOU agree to allow others to view and share your Company Site Profiles through Elm SERVICEs and grant ELM a non-revocable unrestricted license to use your Company Site Profiles in ELM SERVICEs.
4. ELM does not pre-screen User Content or Company Site Profiles, but ELM and its designee have the right (but not the obligation) in their sole discretion to refuse or remove any User Content or Company Site Profiles that is available via ELM SERVICE.
5. The look and feel of the ELM SERVICE is copyright © 2011 Elm Analytics, Inc. All rights reserved. YOU may not duplicate, copy, or reuse any portion of the HTML/CSS or visual design elements without express written permission from ELM.
6. You shall not register or attempt to register supplyAware™ or any other name, logo, trade name, domain name, trademark or design that is confusingly similar to supplyAware™, or any other mark of ELM or of any ELM SERVICE.

General Conditions

1. Your use of an ELM SERVICE is at your sole risk. The SERVICE is provided on an "as is" and "as available" basis. ELM MAKES NO WARRANTIES EXPRESSED OR IMPLIED AS TO THE ACCURACY, AVAILABLITY, TIMELINESS, COMPLETENESS, MERCHANTABILITY, OR FITNESS OF THE SERVICE AND ITS DATA FOR ANY PURPOSE.
2. ELM agrees that supplyAware™ will not disclose who your suppliers are except if required too by court or governmental order or at your written direction.
3. Technical support is only provided to paying account holders and is only available via email live chat or phone.
4. YOU understand that ELM uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run an ELM SERVICE.
5. YOU must not modify, adapt, or hack an ELM SERVICE or modify another website to falsely imply that it is associated with an ELM SERVICE, ELM, or any other ELM SERVICE.
6. YOU agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of an ELM SERVICE, use of an ELM SERVICE, or access to an ELM SERVICE without the express written permission by ELM.
7. ELM may, but has no obligation to, remove User Content or Company Site Profiles and Accounts containing User Content or Company Site Profiles that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party's intellectual property or these Terms of ELM SERVICE.
8. Verbal, physical, written, or other abuse (including threats of abuse or retribution) of any ELM customer, employee, member, or officer will result in immediate account termination.
9. YOU understand that the technical processing and transmission of the ELM SERVICE, including your Company Site Profiles, may be transferred and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
10. YOU must not upload, post, host, or transmit unsolicited emails, SMSs, or "spam" messages.
11. YOU must not transmit any worms or viruses or any code of a destructive nature.
12. If your bandwidth usage exceeds 300 MB/month or significantly exceeds the average bandwidth usage (as determined solely by ELM) of other ELM customers, we reserve the right to immediately disable your account or throttle your file hosting until YOU can reduce your bandwidth consumption.
13. ELM does not warrant that (i) the ELM SERVICE will meet your specific requirements, (ii) the ELM SERVICE will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the ELM SERVICE will be accurate or reliable, (iv) the quality of any products, SERVICEs, information, or other material purchased or obtained by YOU through the ELM SERVICE will meet your expectations, and (v) any errors in the ELM SERVICE will be corrected.
14. The failure of ELM to exercise or enforce any right or provision of the Terms of SERVICE shall not constitute a waiver of such right or provision.
15. YOU agree that any claim or lawsuit relating to this SERVICE with ELM or any of its subsidiaries must be filed no more than six (6) months after the date of the alleged action that is the subject of the claim or lawsuit. YOU waive any statute of limitations to the contrary.
16. YOU consent to personal jurisdiction in the State of Michigan, and venue for all actions or disputes arising between the parties, including any dispute arising from this Agreement or violation of its terms shall be filed in the state or federal courts in or for Oakland County, in the State of Michigan, U.S.A.
17. This Agreement constitutes the entire agreement between YOU and ELM in respect to the subject matter hereof. This Agreement supersedes any other agreements either oral or in writing between YOU and ELM hereto with respect to the subject matter hereof. (including, but not limited to, any prior versions of the Terms of SERVICE).
18. The laws of the State of Michigan shall govern this Agreement.
19. If any provision, clause, or part of this Agreement, or the application thereof under certain circumstances, is held invalid, the remainder of this Agreement, or the application of such provision, clause, or part under other circumstances, shall not be affected thereby.

20. YOU agree ELM WILL NOT BE LIABLE FOR YOUR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF ELM OR ITS SUBSIDIARIES AND AFFILIATES HAVE BEEN ADVISED OF, KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. ELM'S AND ITS WHOLLY OWNED SUBSIDIARIES' TOTAL CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED $500 (USD).
21. YOU will indemnify, hold harmless and defend ELM and its wholly owned subsidiaries, at Your expense, from any and all third-party claims, actions, proceedings, and suits brought against ELM or any of its members, officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, reasonable attorneys' fees and other litigation expenses) incurred by ELM or any of its members, officers, directors, employees, agents or affiliates, arising out of or relating to (i) Your breach of any term or condition of this Agreement, (ii) Your use of the SERVICE, (iii) Your violations of applicable laws, rules or regulations in connection with the SERVICE, (iv) any representations and warranties made by You concerning any aspect of the SERVICE, the Software or Data to any Third Party; (v) any claims made by or on behalf of any Third Party pertaining directly or indirectly to Your use of the SERVICE, the Software or Data; (vi) violations of Your obligations of privacy to any Third Party; and (vii) any claims with respect to acts or omissions of any Third Party in connection with the SERVICE, the Software or Data. ELM will provide You with written notice of any claim, suit, or action from which You must indemnify ELM. You will cooperate as fully as reasonably required in the defense of any claim. ELM reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by YOU.