Terms & Definitions.
"Agreement" means this Agreement.
"Elities" "We" "Us" “Provider” or "Our" means Elities, LLC of Michigan.
"You", "Your", “Client”, "Customer" means the licensee or end users who have agreed to the terms in this agreement and our privacy policy, and/or have signed a Purchase order with Elities, LLC.
"Legal Entity" means the organization, company, LLC, or corporation that has signed an agreement with Elities, LLC.
"Partner" or "Partners" means a contractor, subcontractor, vendor, servicer, employee, lawyer, agent, or affiliate of Elities, LLC.
"Personal Information" means information provided by an End User that does or can identify a specific natural person or by or from which a specific natural person may be identified, contacted, or located.
"Product", "Services" or "Service" means the offering that a company has signed up contractually to receive.
"Your Data” means electronic data and information submitted by or for You to the Services or collected and processed by or for You using the Services including any "Personal Health Data".
Overview
Elities, LLC, or Elities, is a platform designed to enhance customer retention and improve existing service offerings. Our goal is to provide a range of enhancements, including directions, contact information, exclusive offers, and push notifications. We are committed to delivering these services to the best of our abilities. If you encounter any shortcomings during your contract with us, we kindly request that you report them so that we may address and resolve them promptly.
Before commencing services, both a Company representative and an Elities representative parties will execute a binding Master Service Agreement (MSA). This agreement establishes the terms and conditions that will govern our relationship throughout the duration of the contract, unless mutually agreed upon in writing. By completing your registration, you acknowledge and agree to abide by the terms of use outlined in this agreement, which includes our privacy policy.
If You are agreeing to these terms on behalf of a legal entity, You affirm that You have the authority to do so as a representative of that organization. By accepting this agreement, You bind the organization to these terms. If You lack the authority to bind the entity You represent, You must refrain from using our products or services or accepting this agreement.
Your Data.
a. Information Disclosure: You bear the responsibility for the information You disclose to Elities, LLC ("Elities") with the understanding that this information will be accessible to Us and our Partners. We utilize this information exclusively for the proper functioning of the application and to provide You with a personalized experience. Personalization features may include, but are not limited to, displaying offers specific to the company You are associated with, populating Your profile within the application with Your name and information, and customizing messages using Your first name. Rest assured that we neither sell Your information nor share it with any unauthorized parties.
It is important to recognize that no software is flawless. There may be instances where Our product experiences bugs, defects, or downtime, or undergoes enhancements, changes, and improvements over time. By using Or services, You agree to release Us from any claims or liabilities related to technical issues. We assure You that We will always act in good faith to address and resolve any technical challenges that may arise.
b. Medical-Related Clients and Customers: Elities does not comply with HIPAA, and is not suited for the exchange of detailed personal health data. In the case of medical-related Clients and Customers, including Med Spas, You acknowledge and agree that it is Your responsibility to adhere to all local, state, and federal laws and regulations in connection with this agreement.
By virtue of this agreement, You authorize Us to store and share Your data, including any PHI and personal information, with Our employees, vendors, contractors, and subcontractors as necessary to fulfill the obligations outlined in this agreement, in accordance with applicable laws.
c. Data Security: It is important to recognize that no security measures can guarantee absolute protection. While we undertake reasonable efforts to secure your data, You acknowledge and agree that there is a possibility of Your data being compromised.
Important: You release Us from any claims arising from the loss or damages resulting from the use of your data, including Personal Health Information. You also release Us from any claims in the event of a data breach or loss of protection of Your data and/or end user data. By agreeing to these terms, You acknowledge and assume this risk.
Client Data and Compliance.
a. Client Data Collection: We collect data pertaining to Clients and may share certain data regarding Clients with You. You agree to handle this data with care and to abide by all applicable laws, including those related to personal privacy and data protection.
Communications and Text Messaging.
a. Communication: By agreeing to these terms, You consent to receiving email and SMS messages related to the products and services We offer. Please note that opting out of receiving text messages may result in certain functionality being unavailable to You, such as receiving SMS notifications regarding claimed offers.
Monitoring.
a. Content Monitoring: You acknowledge and agree that We are not obligated to monitor the content of communications or data transmitted by You or Your Clients. However, You are solely responsible for Your behavior and the information you post, including images, ensuring compliance with local, state, and federal laws. You must not transmit any material that violates intellectual property or privacy laws. Furthermore, You shall not store, transmit, or engage in any activity that may adversely affect the performance or functionality of the application, or any other systems, services, or applications. Failure to adhere to these restrictions will result in the immediate termination of Your contract with Elities, LLC, and the remaining balance due on Your account for the remainder of the contract will become immediately payable via invoice.
Transactions.
a. Fees: You agree to pay all fees specified in a Purchase Order for the entire contract or subscription Period as outlined in the Master Service Agreement and Purchase Order. Failure to settle Tour balance may result in the suspension or termination of Your access to the Services. Additionally, You will be promptly invoiced for the outstanding balance in accordance with the Purchase Order and Master Service Agreement.
Intellectual Property.
a. Protection of Our Offerings: You agree not to steal, obscure, mirror, or copy Our product or service offerings, including but not limited to Our copyrighted materials.
b. Infringement Claims: If We receive information about any claim of infringement or misappropriation related to the Services, We have the option, at Our discretion and without any cost to You, to make modifications to the Services. These modifications will be implemented in order to resolve the claim and ensure that the Services no longer infringe or misappropriate any rights.
c. Confidential Information.
i. Definition: "Confidential Information" refers to all information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is designated as confidential or reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
ii. Protection: You agree not to publish or disclose any Confidential Information to any third party without the written consent of the CEO of Elities, LLC.
Legal, Mediation, Liabilities & Arbitration.
a. Reservation of Rights: We reserve all rights to Our Products and Services, including Our related intellectual property rights associated with the Products and Services We offer.
b. Indemnity: You agree to defend Us and Our partners against any claim, suit, or demand brought by a third party in relation to Our products, services, or supporting activities, including but not limited to data management, transmission, storage, and display.
i. Data-related Claims: You have the responsibility to defend Us and Our Partners against any claim, suit, or demand that arises from the use, storage, processing or access of protected health information (PHI) or Personal Information by You or any of Your subcontractors. This includes claims related to unauthorized access, disclosure, loss, or misuse of PHI or Personal Information within Your possession or control, as well as claims resulting from Your breach of this Agreement that infringes or misappropriates a third party's intellectual property rights or violates applicable law. These claims are referred to as "Claim Against Us."
ii. Indemnification: You agree to indemnify Us, as well as Our partners from any damages, attorney fees, and costs that may be awarded against Us as a result of a Claim Against Us. This includes any amounts paid by Us or our Partners under a court-approved settlement related to a Claim Against Us.
c. Defense and Settlement: In the event of a Claim Against Us and Our Partners, We have the right to control the defense and settlement of the claim. You agree to provide Us with all reasonable assistance at Your expense.
d. Reimbursement: You shall reimburse Us or Our Partners upon demand for any losses incurred by Us, Our Partners that are subject to an indemnification obligation as set forth in the indemnity section.
License for Brand Usage:
a. Grant of License: You grant Us a royalty-free license to use Your trademarks, brand names, and/or logos for the sole purpose of providing Our Services, and disclosing that We provide services to You. This includes the use of Your branding in marketing materials such as print, media, public relations, and advertising.
Initial Dispute Resolution:
b. Resolution Attempt: Before filing any dispute, You agree to contact Us at info@elities.com in order to seek resolution for Your issue. You further agree to provide Us with reasonable time and resources to address Your concerns.
c. Good Faith Negotiation: Both parties agree to make a good faith effort to settle any dispute, claim, question, or disagreement through direct consultation with each other. These good faith negotiations are a prerequisite for either party to initiate a lawsuit or arbitration, except in cases where injunctive relief is sought by Elities.
Arbitration:
a. Arbitration Process: Except for the collection of fees due under this Agreement or any Order(s) as described in this agreement, if informal resolution or mediation does not lead to a resolution, any dispute will be exclusively resolved through binding arbitration in Michigan.
Arbitration Costs: If You choose to initiate arbitration on behalf of the Company or legal entity You represent, You will be responsible for the arbitration initiation fee and any additional deposit required for initiating the arbitration. Additionally, You agree to bear the costs associated with the arbitration proceeding.
i. Individual Claims Only: Both parties agree that any claims or disputes between Us must be brought on an individual basis only. This means that neither You nor We can bring a claim as a plaintiff or class member in a class action, consolidated action, or representative action. The arbitrator is prohibited from consolidating multiple claims into a single case or presiding over any consolidated, class, or representative proceeding unless otherwise agreed.
License for Data and Feedback:
a. Hosting and Display of Data: You grant Us and Our Partners the right to host, send, and display your data as necessary to provide the Services in accordance with this Agreement.
b. License for Feedback: You also grant us a perpetual, royalty-free license to use and incorporate any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by You, authorized Users, or End Users regarding the operation of the Services.
Anti-Corruption:
a. Compliance with Anti-Corruption Laws: In cases where anti-corruption laws are applicable, You acknowledge that You have not received or been offered any illegal or improper bribes, kickbacks, payments, gifts, or any other form of value from any of Our Partners in connection with this Agreement.
Entire Agreement and Order of Precedence:
a. Comprehensive Agreement: This Agreement represents the entire understanding between You and Us regarding Your use of the Services and supersedes all prior agreements, proposals, or representations, whether written or oral, pertaining to the subject matter herein.
Relationship of the Parties:
a. No Fiduciary Relationship: The parties explicitly waive any claim that either party acts as a fiduciary to the other. The parties acknowledge and agree that they are independent contractors.
Rewards and Benefits:
a. Sole Responsibility for Redemption: You bear sole responsibility for redeeming any offers, rewards, or benefits provided to Clients.
Limitation of Liability:
a. Liability Cap: Neither party's liability for any single incident arising out of or related to this Agreement shall exceed the amount paid by You hereunder in the 6 months preceding the incident.
Construction:
a. Mutual Understanding: This Agreement has been collaboratively prepared and shall not be strictly construed against either party. Each party acknowledges that it had the opportunity to consult with legal counsel and did not rely on any statements, representations, or agreements other than those expressly stated in this Agreement.
Force Majeure:
a. Force Majeure Events: If the performance of this Agreement or any obligations hereunder is prevented or hindered by a force majeure act or condition beyond the reasonable control of a party, that party shall promptly notify the other party and be excused from performance during the occurrence of such event.
Waiver:
a. No Waiver: The failure or delay by either party in exercising any right under this Agreement shall not constitute a waiver of that right.
Severability:
a. Severability Clause: If any provision of this Agreement is deemed unlawful or unenforceable by a court of competent jurisdiction, that provision will be deemed null and void, while the remaining provisions of this Agreement will remain in full effect.
Term and Termination:
a. Subscription Period: The Subscription Period shall be as specified in the Purchase Order, and subscriptions will automatically renew for additional periods equal to the expiring Subscription Period. The pricing during any automatic renewal term will remain the same unless We have provided written notice of a pricing increase at least 15 days prior to the end of the prior term.
b. Termination for Cause: Either party may terminate this Agreement for cause upon providing 15 days' written notice. If the Agreement is terminated prematurely, You agree to pay us the amounts owed. No additional fees will be charged.