Welcome, and thank you for your interest in Elide Technologies, Inc. (“Elide,” “we,” “our,” or “us”) and our website at https://elide.dev/ along with our related websites, hosted applications, or other downloadable applications, and other services provided by us (collectively, the “Service”). These Terms of Service are a legally binding contract between you and Elide regarding your use of the Service.
PLEASE READ THE FOLLOWING TERMS CAREFULLY:
BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING ELIDE’S PRIVACY POLICY (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND ELIDE’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY ELIDE AND BY YOU TO BE BOUND BY THESE TERMS.
ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 18 (Dispute Resolution and Arbitration), you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND ELIDE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.
MACHINE LEARNING DISCLAIMER. YOU ACKNOWLEDGE AND AGREE THAT PORTIONS OF THE SERVICE RELY ON MACHINE LEARNING WHICH, BY NATURE, PRODUCES OUTPUTS THAT ARE BASED ON PROBABILISTIC REASONING AND THEREFORE MAY NOT ALWAYS BE ACCURATE, COMPLETE, RELEVANT, USEFUL, OR ERROR FREE. BY ACCEPTING THESE TERMS, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD THE DISCLAIMERS IN SECTION 16.2 AND YOU AGREE THAT SUCH DISCLAIMERS APPLY TO YOUR USE OF THE SERVICE.
1. Elide Service Overview
Elide is an all-in-one software runtime that supports multiple languages in a single environment, enabling developers to build web apps, command line tools, and scripts. The Service includes Elide’s downloadable software bundle (the “Software Bundle”).
2. Eligibility
You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.
3. Accounts and Registration
To access some features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, or other contact information. You may also register for an account to use the Service through third party identity providers such as GitHub or Google. If you chose to use a third party identity provider to register for an account, you acknowledge and agree that you may also be subject to the terms of service and privacy policies of the applicable third-party identity provider. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. When you register, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you should immediately notify us at support@elide.dev.
4. Licenses
4.1 Limited License. In order to use the Service, you must download and install the Software Bundle. Subject to your complete and ongoing compliance with these Terms, Elide grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use one object code copy of the Software Bundle on a device that you own or control; and (b) access and use the Service.
4.2 License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, publicly perform, or create derivative works of the Service; (b) make modifications to the Service; (c) use the Service to develop a similar or competing product or service; (d) reverse engineer, decompile, disassemble, or seek to access the source code of the Service, except to the extent expressly permitted by applicable law; (e) remove or obscure any proprietary notices in the Service; (f) publish benchmarks or performance information about the Service; or (g) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, then you may not use it.
4.3 Feedback. We respect and appreciate the thoughts and comments from our users. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Elide an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.
5. Data
5.1 Input; Output. Certain features of the Service may enable you to submit, upload, or make available data, files, information, and other material, to the Service (collectively “Input”). As part of the Service, the Service may generate results, documents, materials, and other output based on your Input (“Output”). As between you and Elide, Elide hereby assigns to you all right, title, and interest in and to the Output. The Input and Output are collectively “Customer Data.” You grant Elide the non-exclusive, perpetual, worldwide right to use, copy, store, disclose, transmit, and modify any content that you submit to the Service only as necessary to provide, operate, and improve the Service. Subject to the licenses granted in this Section, you retain all intellectual property rights and other rights in Customer Data provided to Elide.
5.2 Data License. You grant Elide the non-exclusive, worldwide, sublicensable right to use, copy, store, disclose, transmit, transfer, publicly display, modify, and create derivative works from Customer Data only as necessary to: (a) provide the Services; (b) derive or generate information produced from the use of the Services, which data does not identify you or any other natural human persons, such as technical logs, data, and learnings about your use of the Services, but excluding any identifiable Customer Data (collectively, “Usage Data”); (c) create and compile Customer Data that has been deidentified or aggregated with other data such that the resulting data no longer reasonably identifies you or a specific individual (collectively, “Aggregated Data”); and (d) as otherwise required by applicable laws or regulations or as agreed to in writing between the parties.
5.3 Privacy Policy. To the extent Personal Data as defined in Elide’s Privacy Policy is uploaded, transmitted, submitted, provided, or processed in connection with your use of the Service, Elide will comply with the Privacy Policy.
5.4 Usage Data; Aggregated Data. Elide may collect, access, use, disclose, transfer, transmit, store, or otherwise process (“Process”) Usage Data and Aggregated Data for any legally permitted purpose, such as to: (a) track use of Services for billing purposes; (b) provide support for Services; (c) monitor the performance and stability of the Services; (d) prevent or address technical issues with the Services; (e) develop new products and services; (f) to improve Services and its other products and services, including the algorithms, models, and other content available on or through the Services; and (g) for all other lawful business practices, such as analytics, benchmarking, and reports. You will not interfere with the collection of Usage Data.
6. Ownership; Proprietary Rights
The Service is owned and operated by Elide. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, the Software Bundle, Usage Data, and all other elements of the Service provided by Elide, including any modifications or improvements to these items made by Elide (“Materials”) are protected by intellectual property and other laws. All Materials included in the Service are the property of Elide or its third-party licensors. Except as expressly authorized by Elide, you may not make use of the Materials. There are no implied licenses in these Terms and Elide reserves all rights to the Materials not granted expressly in these Terms.
7. Fees
7.1 General Pricing and Payment Terms. Certain features of the Service may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in the currencies provided on Elide’s website and, except as expressly provided by applicable law, are non-refundable, except required by law.
7.2 Price. Elide reserves the right to determine pricing for the Service. Elide will make reasonable efforts to keep pricing information published on the website up to date which is available on our Pricing Page. All prices are shown on the Pricing Page. Any applicable sales taxes, levies, value-added taxes, or duties imposed by taxing authorities are calculated during the check-out process based on your location. We encourage you to check our website periodically for current pricing information. Elide may change the price of any feature of the Service; if this occurs, Elide will provide you advance notice of the changes before they apply. Elide, at its sole discretion, may make promotional offers with different features and different pricing to any of Elide’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.
7.3 Payment Processing. Elide may utilize third-party payment processor(s) (e.g., Stripe) (“Payment Processor”) to facilitate transactions for the Service. By purchasing the Service and making payments, you agree to be bound by the terms and conditions and privacy policies of the applicable Payment Processor. You acknowledge and understand that the Payment Processor may collect and process certain information from you, including but not limited to your payment information, billing address, and transaction history, in accordance with their privacy policy. This information is collected and processed by the Payment Processor for the purpose of facilitating payment transactions and preventing fraud. Elide is not responsible for any security breaches or unauthorized access to your information that may occur on the Payment Processor’s systems. If Elide utilizes a Payment Processor to facilitate transactions, you agree to comply with the platform agreement provided by that Payment Processor. To the fullest extent permitted by applicable law, Elide shall not be liable for any errors, omissions, or security breaches related to the Payment Processor’s services. Any disputes related to payment processing should be addressed directly with the Payment Processor in accordance with their terms of service. Elide may use Stripe, Inc. (“Stripe”) as our Payment Processor (https://stripe.com). For specific details regarding Stripe’s services, please refer to the following links: Stripe services agreement and Stripe privacy policy. You understand that the Payment Processor may modify its services and terms and conditions at any time. Elide is not responsible for any changes made by the Payment Processor that may affect your use of the Service. Elide reserves the right to change our Payment Processor at any time.
7.4 Delinquent Accounts. Elide may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any the unpaid amount, including collection fees.
8. Third-Party Terms
8.1 Third-Party Services and Linked Websites. Elide may provide tools through the Service that enable you to export information to third-party services, including through features that allow you to link your account on the Service with an account on the third-party service (“Third-Party Services”). By using one of these tools, you hereby authorize Elide to transfer that information to the applicable Third-Party Services. Third-Party Services are not under Elide’s control, and, to the fullest extent permitted by law, Elide is not responsible for any Third-Party Service’s use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under Elide’s control, and Elide is not responsible for their content. Please be sure to review the terms of use and privacy policy of any Third-Party Services before you share any information with such Third-Party Services. Once sharing occurs, Elide will have no control over the information that has been shared.
8.2 Third-Party Software. The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.
8.3 Open Source. The Service may incorporate third-party open source software (“OSS”), as listed in the support documentation or otherwise disclosed by Elide in writing. To the extent required by the OSS license, that license will apply to the OSS on a stand-alone basis instead of these Terms.
9. Communications
Email. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.
10. Prohibited Conduct
BY USING THE SERVICE, YOU AGREE NOT TO:
- use the Service for any illegal purpose or in violation of any local, state, national, or international law;
- violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
- access, search, or otherwise use any portion of the Service through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by Elide;
- interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use, printing or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
- interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
- perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other Service account without permission;
- sell or otherwise transfer the access granted under these Terms or any Materials or any right or ability to view, access, or use any Materials; or
- attempt to do any of the acts described in this Section 10 or assist or permit any person in engaging in any of the acts described in this Section 10.
11. Artificial Intelligence Technology
You acknowledge and agree that the Services use large language models and other generative AI models and tools to provide the Services. The Output may be generated through machine learning processes and is not tested, verified, endorsed, or guaranteed to be accurate, complete, or current by Elide. You acknowledge that due to the nature of the Services and artificial intelligence technologies generally, the Output may not be unique and other users of the Services may receive output from the Services that is similar or identical to the Output. You should independently review and verify all Output as to appropriateness for any or all of your use cases or applications. You acknowledge and agree that: (a) the Services may produce inaccurate, incomplete, misleading, or erroneous Output; (b) it is your sole responsibility to verify the accuracy of any information obtained from the Services; and (c) you are responsible for your own reliance on the Output.
12. Trials and Betas
If you receive access to the Services or features thereof on a free or trial basis or as an alpha, beta, or early access offering (“Trials and Betas”), use is permitted only for your internal evaluation during the period designated by Elide (or if not designated, 30 days). Trials and Betas are optional and either party may terminate Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete, or include features that Elide may never release, and their features and performance information are Elide’s confidential information. Notwithstanding anything else in these Terms, Elide provides no warranty, indemnity, or support for Trials and Betas, and its liability for Trials and Betas will not exceed US$50.
13. Modification of Terms
We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Service. If you do not agree to the modified Terms, then you should discontinue your use of the Service. Except as expressly permitted in this Section 13, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms.
14. Term, Termination, and Modification of the Service
14.1 Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 14.2.
14.2 Termination. If you violate any provision of these Terms, then your authorization to access the Service and these Terms automatically terminate. In addition, Elide may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. You may terminate your account and these Terms at any time by following the instructions provided on the Service or by contacting customer service at support@elide.dev.
14.3 Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you must uninstall the Software Bundle from your computer systems, and irrevocably destroy all copies of the Software Bundle in your possession or control; (c) you will no longer be authorized to access your account or the Service; and (d) Sections 4.3 (Feedback), 5 (Data), 6 (Ownership; Proprietary Rights), 14.3 (Effect of Termination), 15 (Indemnity), 16.2 (Disclaimer of Warranties), 17 (Limitation of Liability), 18 (Dispute Resolution and Arbitration), and 19 (Miscellaneous) will survive. If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Service using a different name, email address or other forms of account verification. After expiration or termination of these Terms, Elide will be under no obligation to store or retain the applicable Customer Data and may delete the applicable Customer Data at any time in its sole discretion.
14.4 Modification of the Service. Elide reserves the right to modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Elide will have no liability for any change to the Service, including any paid-for functionalities of the Service, or any suspension or termination of your access to or use of the Service.
15. Indemnity
To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Elide, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “Elide Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (1) your unauthorized use of, or misuse of, the Service; (2) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (4) breach of contract with a third party; or (5) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
16. Warranties; Disclaimers
16.1 User Warranties. You represent and warrant that you have made all disclosures, provided all notices, and obtained all rights, consents, and permissions necessary for Elide to access, use, disclose, transfer, transmit, store, host, or otherwise use and Process Customer Data as set forth in these Terms without violating or infringing any applicable laws, third-party rights, or terms or policies. You are responsible for providing and maintaining any hardware, software, other technology, and infrastructure that is necessary for you to access and use the Services. You represent and warrant that your use of the Services will at all times comply with applicable law and will not infringe the rights of any third party.
16.2 Disclaimer of Warranties. THE SERVICE AND ALL MATERIALS, OUTPUT, AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. ELIDE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS, OUTPUT, AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. ELIDE DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS, OUTPUT, OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND ELIDE DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
THE SERVICE USES MACHINE LEARNING TO GENERATE OUTPUT. YOU ACKNOWLEDGE THAT DUE TO THE NATURE OF MACHINE LEARNING, THE OUTPUT MAY CONTAIN INACCURACIES, ERRORS, OR OMISSIONS. ANY OUTPUT PROVIDED THROUGH THE SERVICE IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY. YOU SHOULD ALWAYS EXERCISE YOUR INDEPENDENT JUDGMENT WHEN DETERMINING WHETHER THE OUTPUT IS APPROPRIATE FOR YOUR PARTICULAR USE CASE. IT IS SOLELY YOUR RESPONSIBILITY TO DETERMINE WHETHER TO USE THE OUTPUT GENERATED FROM THE SERVICE. ELIDE WILL NOT BE LIABLE FOR ANY MISTAKES, INACCURACIES, OR OMISSIONS IN THE INSIGHTS OR YOUR RELIANCE ON THE OUTPUT.
NO INSIGHTS, ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR ELIDE ENTITIES OR ANY MATERIALS, OUTPUT OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE ELIDE ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR: (a) YOUR USE OF OR RELIANCE ON ANY OUTPUT, INCLUDING ANY RECOMMENDATIONS OR SUGGESTIONS; (b) ANY ERRORS, INACCURACIES, OR OMISSIONS IN ANY OUTPUT; OR (c) ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA.
THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 16.2 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. ELIDE DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT ELIDE IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.
17. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE ELIDE ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY ELIDE ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
EXCEPT AS PROVIDED IN SECTIONS 18.5 AND 18.7 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE ELIDE ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (a) THE AMOUNT YOU HAVE PAID TO ELIDE FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM AND (b) US$100.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 17 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
18. Dispute Resolution and Arbitration
18.1 Generally. Except as described in Sections 18.2 and 18.3, you and Elide agree that every dispute arising in connection with these Terms, the Service, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.
YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND ELIDE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
18.2 Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
18.3 Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 18 within 30 days after the date that you agree to these Terms by sending a letter to Elide Technologies, Inc., Attention: Legal Department – Arbitration Opt-Out, 188 S Park St, Unit 10, San Francisco, CA 94107 that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Elide receives your Opt-Out Notice, this Section 18 will be void and any action arising out of these Terms will be resolved as set forth in Section 19.2. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
18.4 Arbitrator. This arbitration agreement, and any arbitration between us, is subject the Federal Arbitration Act and will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting Elide.
18.5 Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Elide’s address for Notice is: Elide Technologies, Inc., 188 S Park St, Unit 10, San Francisco, CA 94107. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Elide may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, Elide will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if Elide has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the AAA Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and the other party may seek reimbursement for any fees paid to AAA.
18.6 Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your residence/billing address unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. During the arbitration, the amount of any settlement offer made by you or Elide must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.
18.7 Arbitration Relief. Except as provided in Section 18.8, the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Elide before an arbitrator was selected, Elide will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator’s award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator’s application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.
18.8 No Class Actions. YOU AND ELIDE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Elide agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
18.9 Modifications to this Arbitration Provision. If Elide makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Elide’s address for Notice of Arbitration, in which case your account with Elide will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
18.10 Enforceability. If Section 18.8 or the entirety of this Section 18 is found to be unenforceable, or if Elide receives an Opt-Out Notice from you, then the entirety of this Section 18 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 19.2 will govern any action arising out of or related to these Terms.
19. Miscellaneous
19.1 General Terms. These Terms, including the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Elide regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms and all rights granted under these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
19.2 Governing Law. These Terms are governed by the laws of the State of California without regard to conflict of law principles. You and Elide submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Francisco County, California for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in California, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.
19.3 Privacy Policy. Please review Elide’s Privacy Policy carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Elide Privacy Policy is incorporated by this reference into, and made a part of, these Terms.
19.4 Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
19.5 Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
19.6 Contact Information. The Service is offered by Elide Technologies, Inc. located at 188 S Park St, Unit 10, San Francisco, CA 94107. You may contact us by sending correspondence to that address or by emailing us at support@elide.dev.
19.7 Notice to California Residents. If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
19.8 No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.
19.9 International Use. The Service is intended for visitors located within the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.