2. Intellectual Property. This Web site, including but not limited to copy, content, photographs, video, audio and graphics, and goods (the "Service"), is protected by patents, copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the U.S. and other countries. The Service is also protected as a collective work or compilation under U.S. patens, copyrights and other laws and treaties. You agree to abide by all applicable patent, copyright and other laws, as well as any additional copyright notices or restrictions contained in the Service. You acknowledge that the Service has been designed, developed, compiled, prepared, revised, selected, and arranged by eLSi, through the application of methods, processes and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitutes the valuable intellectual property of eLSi. You agree to protect the proprietary rights of eLSi and all others having rights in the Service during and after the term of this agreement and to comply with all reasonable written requests made by eLSi or its suppliers and licensors of content, equipment, or otherwise ("Suppliers") to protect their and others' contractual, statutory, and common law rights in the Service. You agree to notify eLSi in writing promptly upon becoming aware of any unauthorized access or use of the Service by any individual or entity or of any claim that the Service infringes upon any patent, copyright, trademark, or other contractual, statutory, or common law rights. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to the Service (the "Intellectual Property Rights") shall, as between you and eLSi, at all times be and remain the sole and exclusive property of eLSi. All present and future rights in and title to the Service (including the right to exploit the Service and any portions of the Service over any present or future technology) are reserved to eLSi for its exclusive use. Except as specifically permitted by the TOS, you may not copy or make any use of the Service or any portion thereof. Except as specifically permitted herein, you shall not use the Intellectual Property Rights or the Service, or the names of any individual participant in, or contributor to, the Service, or any variations or derivatives thereof, for any purpose, without eLSi’s prior written approval.
3. Restrictions on Use. YOU MAY NOT USE THE SERVICE FOR ANY ILLEGAL PURPOSE OR IN ANY MANNER INCONSISTENT WITH THE TOS. YOU AGREE TO USE THE SERVICE SOLELY FOR YOUR OWN NONCOMMERCIAL USE AND BENEFIT, AND NOT FOR RESALE OR OTHER TRANSFER OR DISPOSITION TO, OR USE BY OR FOR THE BENEFIT OF, ANY OTHER PERSON OR ENTITY. YOU AGREE NOT TO USE, TRANSFER, DISTRIBUTE, OR DISPOSE OF ANY INFORMATION CONTAINED IN THE SERVICE IN ANY MANNER THAT COULD COMPETE WITH THE BUSINESS OF eLSi OR ANY OF ITS SUPPLIERS. YOU MAY NOT COPY, REPRODUCE, RECOMPILE, DECOMPILE, DISASSEMBLE, REVERSE ENGINEER, DISTRIBUTE, PUBLISH, DISPLAY, PERFORM, MODIFY, UPLOAD TO, CREATE DERIVATIVE WORKS FROM, TRANSMIT, OR IN ANY WAY EXPLOIT ANY PART OF THE SERVICE, EXCEPT THAT YOU MAY DOWNLOAD MATERIAL FROM THE SERVICE AND/OR MAKE ONE PRINT COPY FOR YOUR OWN PERSONAL, NONCOMMERCIAL USE, PROVIDED THAT YOU RETAIN ALL COPYRIGHT AND OTHER PROPRIETARY NOTICES. YOU MAY NOT RECIRCULATE, REDISTRIBUTE OR PUBLISH THE ANALYSIS AND PRESENTATION INCLUDED IN THE SERVICE WITHOUT eLSi’S PRIOR WRITTEN CONSENT. MODIFICATION OF THE SERVICE'S CONTENT WOULD BE A VIOLATION OF THE COPYRIGHTS AND OTHER PROPRIETARY RIGHTS OF eLSi. ADDITIONALLY, YOU MAY NOT OFFER ANY PART OF THE SERVICE FOR SALE OR DISTRIBUTE IT OVER ANY OTHER MEDIUM INCLUDING BUT NOT LIMITED TO OVER-THE-AIR TELEVISION OR RADIO BROADCAST, A COMPUTER NETWORK OR HYPERLINK FRAMING ON THE INTERNET WITHOUT THE PRIOR WRITTEN CONSENT OF eLSi. THE SERVICE AND THE INFORMATION CONTAINED THEREIN MAY NOT BE USED TO CONSTRUCT A DATABASE OF ANY KIND. NOR MAY THE SERVICE BE STORED (IN ITS ENTIRETY OR IN ANY PART) IN DATABASES FOR ACCESS BY YOU OR ANY THIRD PARTY OR TO DISTRIBUTE ANY DATABASE SERVICES CONTAINING ALL OR PART OF THE SERVICE. YOU MAY NOT USE THE SERVICE IN ANY WAY TO IMPROVE THE QUALITY OF ANY DATA SOLD OR CONTRIBUTED BY YOU TO ANY THIRD PARTY. FURTHERMORE, YOU MAY NOT USE ANY OF THE TRADEMARKS, TRADE NAMES, SERVICE MARKS, COPYRIGHTS, OR LOGOS OF eLSi IN ANY MANNER WHICH CREATES THE IMPRESSION THAT SUCH ITEMS BELONG TO OR ARE ASSOCIATED WITH YOU OR, EXCEPT AS OTHERWISE PROVIDED HEREIN, ARE USED WITH eLSi’S CONSENT, AND YOU ACKNOWLEDGE THAT YOU HAVE NO OWNERSHIP RIGHTS IN AND TO ANY OF SUCH ITEMS. YOU WILL NOT USE THE SERVICE OR THE INFORMATION CONTAINED THEREIN IN UNSOLICITED MAILINGS OR SPAM MATERIAL. YOU WILL NOT USE ANY TRADEMARKS, TRADE NAMES, SERVICE MARKS, COPYRIGHTS, OR LOGOS OF eLSi IN UNSOLICITED MAILINGS OR SPAM MATERIAL. YOU WILL NOT SPAM OR SEND UNSOLICITED MAILINGS TO ANY PERSON OR ENTITY USING THE SERVICE.
4. License. You acquire absolutely no rights or licenses in or to the Service and materials contained within the Service other than the limited right to utilize the Service in accordance with the TOS. Should you choose to download content from the Service, you must do so in accordance with the TOS. Such download is licensed to you by eLSi ONLY for your own personal, noncommercial use in accordance with the TOS and does not transfer any other rights to you.
5. Fees and Payments. eLSi reserves the right at any time to charge fees for access to portions of the Service or the Service as a whole. If at any time eLSi requires a fee for portions of the Service or the Service as a whole, eLSi will require you to register and create an account. You shall pay all fees and charges incurred through your account at the rates in effect for the billing period in which such fees and charges are incurred, including but not limited to charges for any products or services offered for sale through the Service by eLSi or by any other vendor or service provider. All fees and charges shall be billed to you, and you shall be solely responsible for their payment. You shall pay all applicable taxes relating to the use of the Service through your account, and the purchase of any other products or services.
6. Registration and Account Creation. As part of the registration and account creation process necessary to obtain access to certain portions of the Service, including those portions that require a fee or payment for access, you will select a username and a password. You will provide eLSi with certain registration information, all of which must be accurate, truthful, and updated. You shall not: (i) select a username already used by another person; (ii) use a username in which another person has rights without such person's authorization; or (iii) use a username or password that eLSi, in its sole discretion, deems offensive or inappropriate. eLSi reserves the right to deny creation of your account based on eLSi’s inability to verify the authenticity of your registration information. You shall be solely responsible for maintaining the confidentiality of your password. You shall immediately notify eLSi of any known or suspected unauthorized use(s) of your account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or credit card information. You are fully responsible for all usage and activity on your account, including, but not limited to, use of the account by any third party authorized by you to use your username and password. The use of your account by any individual under age eighteen (18) is strictly prohibited. If the computer system on which you accessed the Service is sold or transferred to another party, you warrant and represent that you will delete all cookies and software files obtained by or through use of the Service. eLSi reserves the right to terminate your account, in its sole discretion, at any time without notice. You may terminate your account at any time by submitting feedback. Upon termination, you will receive an automated confirmation via e-mail that the request was received, and your account will be terminated within five (5) business days. You are responsible for all charges incurred up to the time the account is terminated. Notwithstanding anything else herein, eLSi reserves the right to pursue any and all claims against any user of your account. You agree to maintain only one account with the Service at any time and certify that you currently have no other account(s) with the Service. You acknowledge that a family is limited to one account per household, consisting of the family living in that particular household. You agree that this account may not be used for any individuals outside of this family household.
7. Disclaimer and Limitation of Liability. (i) YOU AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND ACKNOWLEDGE THAT THE SERVICE AND ANYTHING CONTAINED WITHIN THE SERVICE, INCLUDING, BUT NOT LIMITED TO, CONTENT, SERVICES, GOODS, OR ADVERTISEMENTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND THAT eLSi MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SERVICE, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, NON-INFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE OR USE.
(ii) IN ADDITION, YOU AGREE THAT eLSi MAKES NO WARRANTY OR GUARANTEE REGARDING THE PRODUCTS OR THE EDUCATIONAL ACHIEVEMENT OF THE USERS OF THE PRODUCTS RECOMMENDED BY eLSi’s PROPRIETARY SOFTWARE.
(iii) representative, is free of errors or viruses, worms or "Trojan horses," or any other harmful, invasive, or corrupted files, and is not liable for any damage you may suffer as a result of such destructive features. You agree that eLSi and its suppliers, agents, directors, officers, employees, representatives, successors, and assigns shall have no responsibility or liability for: (a) any injury or damages, whether caused by the negligence of eLSi, its suppliers, agents, directors, officers, employees, representatives, successors, and assigns, or otherwise arising in connection with the Service and shall not be liable for any lost profits, losses, punitive, incidental or consequential damages, or any claim against eLSi by any other party; or (b) any fault, inaccuracy, omission, delay, or any other failure in the Service caused by your computer equipment or arising from your use of the Service on such equipment.
The content of other Web sites, services, goods, or advertisements that may be linked to the Service is not maintained or controlled by eLSi. eLSi is therefore not responsible for the availability, content, or accuracy of other Web sites, services, or goods that may be linked to, or advertised on, the Service. eLSi does not: (c) make any warranty, express or implied, with respect to the use of the links provided on, or to, the Service; (d) guarantee the accuracy, completeness, usefulness or adequacy of any other Web sites, services, goods, or advertisements that may be linked to the Service; or (e) make any endorsement, express or implied, of any other Web sites, services, goods, or advertisements that may be linked to the Service. eLSi is also not responsible for the reliability or continued availability of the telephone lines, wireless services, communications media, and equipment you use to access the Service. You understand that eLSi may choose at any time to inhibit or prohibit their content from being accessed under the TOS.
(iv) UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL eLSi, ITS SUPPLIERS, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, SUCCESSORS, OR ASSIGNS BE LIABLE TO YOU FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES EVEN IF eLSi HAS BEEN ADVISED SPECIFICALLY OF THE POSSIBILITY OF SUCH DAMAGES, ARISING FROM USE OF OR INABILITY TO USE THE SERVICE OR ANY LINKS OR ITEMS ON THE SERVICE OR ANY PROVISION OF THE TOS, SUCH AS, BUT NOT LIMITED TO, LACK OF EDUCATIONAL ACHIEVEMENT BY USERS OF THE RECOMMENDATIONS MADE BY THE PROPRIETARY SOFTWARE. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL eLSi'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING BUT NOT LIMITED TO, NEGLIGENCE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THIS SITE.
8. Your Authority to Agree to this TOS. You represent, warrant and covenant that: (i) you have the power and authority to enter into this agreement; and (ii) you are at least eighteen (18) years old.
9. Termination. (a) You may terminate the TOS, with or without cause and at any time, by discontinuing your use of the Service and destroying all materials obtained from the Service. (b) You agree that, without notice, eLSi may terminate the TOS, or suspend your access to the Service, with or without cause at any time and effective immediately. The TOS will terminate immediately without notice from eLSi if you, in eLSi’s sole discretion, fail to comply with any provision of the TOS. (c) eLSi shall not be liable to you or any third party for the termination or suspension of the Service, or any claims related to the termination or suspension of the Service. Upon termination of the TOS by you or eLSi, you must discontinue your use of the Service and destroy promptly all materials obtained from the Service and any copies thereof.
10. Governing Law. The TOS shall be governed and construed in accordance with the laws of the United States and the State of Florida, without giving effect to conflicts-of-law principles thereof. You agree to submit to the personal jurisdiction of the state and federal courts located in Pinellas County in the State of Florida with respect to any legal proceedings that may arise in connection with the Service or from a dispute as to the interpretation or breach of the TOS.
11. Miscellaneous. You accept that eLSi has the right to change the content or technical specifications of any aspect of the Service at any time in eLSi’s sole discretion. You further accept that such changes may result in your being unable to access the Service. The failure of eLSi to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. Sections 2 through 8, 9(c), and 10 through 14 shall survive any termination of the TOS.
12. Headings. The section titles in the TOS are used solely for the convenience of you and eLSi and have no legal or contractual significance.
13. Severability. If any provision of the TOS is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of the TOS will remain in force.
14. Entire Agreement. The TOS and any other terms and conditions of service on this site, and its successor, constitute the entire agreement between you and eLSi and govern your use of the Service.