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TERMS OF USE

Last updated: September 6, 2016

Please read these terms of use carefully before using this website as they represent a binding contract between each user of our website (“you”, “your’) and Elliephont Creations Inc. (doing business as Ellie Mae) (referred to as “Ellie Mae”, “we”, “us”, or “our”).

If you wish to access and use the website www.elliemaestudios.com (the "Website"), you must accept and agree to be bound by and comply with these terms of use. If you do not agree to these terms of use, then you must not access or use the Website.

You agree that these terms of use, and any related information, communications and agreements between you and us, may be made available or occur electronically.

These terms of use were last updated on the “Last Updated” date indicated above. We reserve the right, at our sole discretion, to modify these terms of use at any time and without specific notice to you. Such modifications shall become effective immediately upon the posting thereof. You must review these terms of use on a regular basis to keep yourself apprised of any changes. You can find the most recent version of these terms of use at: http://www.elliemaestudios.com/pages/terms-of-use.

PRIVACY

We respect your right to privacy. All personal information that we may collect via the Website is subject to our Privacy Statement, which is accessible at: http://www.elliemaestudios.com/pages/privacy-statement.

Your continued use of the Website implies that you acknowledge that you have read our Privacy Policy and agree to be bound by and accept its terms and conditions.

PURCHASE OF PRODUCTS

Your purchase of products on the Website is governed by the Terms of Sale, which are incorporated into these terms of use, and which are accessible at: http://www.elliemaestudios.com/pages/terms-of-use. If you intend to purchase products on the Website, you acknowledge that you have read the current Terms of Sale and agree to be bound by and accept the terms and conditions set forth therein. If you do not agree to the Terms of Sale, do not purchase products on the Website.

USE OF THE WEBSITE

The Website is only intended for access and use by users located within Canada and the United States.

Ellie Mae grants you (as a permitted user) a limited, revocable, non-exclusive, non-transferable license to access our Website for your own personal use in accordance with these terms of use and in compliance with applicable law.

The license does not permit any republication, distribution, assignment, sublicense, sale, preparation of derivative works or any other use of the Website or any part of the Website by you without the express written consent of Ellie Mae.

For greater certainty, this license does not include: any resale of the Website or its contents; any collection of price listings, descriptions of prices; any downloading or copying of information for the benefit of any merchant; or any use of data mining, robots, or similar data gathering and extraction tools. You may not frame or utilize framing techniques to enclose any trademark, logo or other proprietary information, including but not limited to, images, text, page layout or form of Ellie Mae or its affiliates without the express written consent of Ellie Mae.

You may not use any meta tags or any other "hidden text" utilizing Ellie Mae’s name or trademarks without the express written consent of Ellie Mae.

Any unauthorized use of the Website and its content immediately terminates the license granted by Ellie Mae hereunder.

YOUR CONDUCT

To the extent that the Website permits you to post, email, or otherwise make available content, you agree not to post, email or otherwise make available content that:

  • is unlawful;
  • includes personal or identifying information about another person without that person’s explicit consent;
  • impersonates any person or entity, including, but not limited to, an Ellie Mae employee, or falsely states or otherwise misrepresents an affiliation with a person or entity;
  • infringes any patent, trademark, trade secret, copyright or other proprietary rights of any person, or content that you do not have a right to make available under any law or under contractual or fiduciary relationships;
  • is harmful, threatening, abusive, harassing, defamatory, pornographic;
  • harasses, degrades, intimidates or is hateful toward an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
  • constitutes or contains any form of advertising or solicitation, or that includes links to commercial services or websites;
  • 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;
  • disrupts the normal use of the Website with an excessive amount of content, or that otherwise negatively affects other users’ ability to use the Website; or
  • employs misleading email addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of content transmitted through the Website.

You will be solely responsible and liable for any and all loss, damage, and additional costs that you, Ellie Mae or any other person may incur as a result of your submission of any information on or through this Website. Ellie Mae reserves the right to refuse to post or to remove any content, in whole or in part, that, in its sole discretion, are unacceptable, undesirable, or in violation of these terms of use.

YOUR WEBSITE ACCOUNT

Certain sections of our Website may only be available to you upon registration for a Website account.

By registering for a Website account, you represent and warrant to Ellie Mae that: (a) all information provided by you to Ellie Mae during the registration process is truthful, accurate and complete; and (b) you will comply with these terms of use.

As a registered user, you agree to maintain and promptly update your registration data as necessary to keep it accurate, current and complete.

You will be responsible for any and all loss, damage, or additional costs that we and/or our service providers or others may incur as a result of your submission of any false, incorrect or incomplete information or your failure to update your registration or other information that you submit via our Website.

You acknowledge that you are solely responsible for maintaining the confidentiality of your Website account password, for ensuring that you log-out of your Website account when you are not using the Website, and that you (and not us) will be responsible for any loss resulting from any unauthorized use of your Website account or access to your Website account. You agree to immediately notify us of any unauthorized use of your account.

MINORS AND CHILDREN

The Website is directed for use by adults. Those under the age of majority should not use the Website. If you are under the age of majority in the jurisdiction in which you reside, your parent or guardian should use the Website on your behalf and you should not use the Website on your own or provide any personal information to Ellie Mae. Ellie Mae does not knowingly collect information from minors. Ellie Mae and its affiliates reserve the right to refuse service, terminate accounts or cancel orders at their sole discretion.

USER’S SUBMISSIONS

You represent and warrant that any review, comment, suggestion, idea, image, content or other material (collectively, the "Material") you submit to Ellie Mae is legal and does not violate any right of any third party, including privacy and intellectual property rights.

By disclosing, submitting or offering any Material to Ellie Mae, you automatically grant Ellie Mae a non-exclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create compilations and derivative work from, distribute, display such Material throughout the world in any media.

You are and shall remain solely responsible for any Material you disclose, submit or offer to Ellie Mae.

COPYRIGHT

All content on the Website, including but not limited to works, images, pictures, dialogues, music, sounds, videos, documents, drawings, figures, logos, menus, web pages, graphics, colors, schemes, tools, fonts, designs, diagrams, layouts, methods, processes, functions and software (collectively, the "Content"), is the property of Ellie Mae or its content suppliers and is protected by national and international copyright and other intellectual property laws. You may not reproduce, publish, distribute, display, modify, create derivative work from, or exploit in any way, in whole or in part, the Content without the prior express written consent of Ellie Mae or its content suppliers, as the case may be.

Ellie Mae and its content suppliers shall have the exclusive right to authorize or prohibit in their sole discretion any reproduction, publication, distribution, display, modification, creation of derivative work from, or exploitation in any way of, in whole or in part, the Content. Ellie Mae and its content suppliers shall have the right, at any time, to claim the authorship of any Content posted on the Website and to object to any use, distortion or other modification of such Content.

Any reproduction, publication, distribution, display, modification, creation of derivative work from, or exploitation in any way of the Content expressly authorized in writing by Ellie Mae or its content suppliers shall be carried out by you for lawful purposes only and in compliance with all applicable laws. Nothing in the Website is to be interpreted as conferring a right to use the Content or the material protected by the Copyright Act or equivalent foreign laws.

You may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in our Website. Without limiting the foregoing, you agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of our Website.

TRADEMARKS

Ellie Mae is a registered trademark in Canada, the United States of America and elsewhere around the world. All rights are reserved. These and any other trademark, service mark and trade dress of Ellie Mae, including, but not limited to, any mark that incorporates the word "Ellie Mae" or the domain name "elliemaestudios.com", may not be used by you in any manner for any purpose without the prior express written consent of Ellie Mae.

All other trademarks, service marks and trade dress not owned by Ellie Mae that appear on the Website are the property of the respective owners (the "Third Party Owners"), who may or may not be affiliated with, connected to, or sponsored by Ellie Mae.

Ellie Mae and all Third Party Owners are entitled to the exclusive use of their respective trademarks, service marks and trade dress.

You are not authorized to use any of the trademarks, service marks and trade dress that appear on the Website in any manner for any purpose without the prior express written consent of Ellie Mae or the respective Third Party Owner, as the case may be.

COPYRIGHT COMPLAINTS

We respect the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please contact Ellie Mae immediately.

Ellie Mae’s copyright agent for notice of claims of copyright infringement can be reached at info@elliemaestudios.com or by mail at 263 Adelaide Street West, Toronto, ON M5H 1Y2.

Ellie Mae investigates notices of alleged infringement and takes appropriate actions under applicable law.

LINKS TO THIRD PARTY WEBSITES

The Website may provide hyperlinks to third party websites (the "Third Party Website"). Ellie Mae does not operate, control, endorse or guarantee any Third Party Website. You agree that Ellie Mae is not responsible for any content, services and/or products provided by any Third Party Website. When you access any Third Party Website through a hyperlink posted on the Website, please carefully read the conditions of use policy and other policies of such Third Party Website. These terms of use and other website policies do not apply to any Third Party Website.

Ellie Mae provides hyperlinks to Third Party Websites only for the convenience of its users. By providing hyperlinks to Third Party Websites, Ellie Mae does not recommend that its users access such Third Party Websites. YOU AGREE THAT YOUR USE OF ANY THIRD PARTY WEBSITE IS AT YOUR SOLE RISK AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND BY ELLIE MAE, EXPRESSED, IMPLIED OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF TITLE, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES IS ELLIE MAE LIABLE FOR DAMAGES ARISING FROM ANY TRANSACTION BETWEEN YOU AND ANY THIRD PARTY WEBSITE OR FOR ANY INFORMATION APPEARING ON THIRD PARTY WEBSITES.

LINKS TO THE WEBSITE

Please contact Ellie Mae by e-mail at info@elliemaestudios.com if you are interested in linking a website to the Website. You must obtain Ellie Mae’s express written consent prior to linking any website to the Website.

DISCLAIMERS AND LIMITATION OF LIABILITY

ELLIE MAE MAKES NO REPRESENTATION OR WARRANTY REGARDING THE FUNCTIONALITY, THE GOOD WORKING ORDER OR CONDITION OF THE WEBSITE, ITS SUITABILITY FOR USE, OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR-FREE. THE WEBSITE IS PROVIDED BY ELLIE MAE ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, ELLIE MAE DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, ELLIE MAE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE WEBSITE OR THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED ON THE WEBSITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. ELLIE MAE DOES NOT WARRANT THAT THE WEBSITE, ITS SERVERS OR E-MAIL SENT FROM THE WEBSITE OR ELLIE MAE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ELLIE MAE DOES NOT GUARANTEE THE CONTINUOUS, UNINTERRUPTED AND SECURE ACCESS TO THE WEBSITE. YOU UNDERSTAND THAT THE OPERATION OF THE WEBSITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE THE CONTROL OF ELLIE MAE. ELLIE MAE SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL ELLIE MAE BE LIABLE TO YOU FOR DAMAGES OR LOSSES RESULTING FROM VIRUSES, DATA CORRUPTION, FAILED MESSAGES, DAMAGES ARISING AS A RESULT OF: TRANSMISSION ERRORS OR PROBLEMS, TELECOMMUNICATIONS SERVICE PROVIDERS, ELLIE MAE’S CONTRACTORS, THE INTERNET BACKBONE, THIRD-PARTY SUPPLIERS OF PRODUCTS OR SERVICES, DAMAGES OR LOSSES CAUSED BY YOU, OR YOUR RESPECTIVE EMPLOYEES, AGENTS, MANDATARIES OR SUBCONTRACTORS, OR OTHER EVENTS BEYOND THE REASONABLE CONTROL OF ELLIE MAE.

CERTAIN PROVINCIAL, STATE AND FEDERAL LAWS, AS THE CASE MAY BE, DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

YOU WILL BE SOLELY RESPONSIBLE FOR ALL DAMAGES AND OTHER HARM RESULTING FROM YOUR USE OF THE WEBSITE AND ITS CONTENT. ELLIE MAE SHALL NOT BE DEEMED LIABLE FOR ANY USE OF THE WEBSITE AND ITS CONTENT MADE BY YOU IN VIOLATION OF ANY APPLICABLE LAWS AND REGULATIONS AND THESE TERMS OF USE. If, despite the foregoing disclaimers of all liability, Ellie Mae is found by operation of law to be liable to you in any way in connection with your use of the Website, Ellie Mae’s maximum cumulative liability to you shall be limited to CDN$100.

For the purposes of this section, "Ellie Mae" shall include Ellie Mae’s affiliates and Ellie Mae’s and its affiliates’ respective directors, officers, employees, agents, mandataries and contractors.

This section shall survive the termination of these terms of use.

INDEMNIFICATION

You agree to indemnify, defend and hold Ellie Mae harmless from any liability, loss, claim and expense, including reasonable lawyer’s fees, arising from or related to your use of the Website and/or your breach of these terms of use.

DISPUTE RESOLUTION

You acknowledge and agree that any dispute that may arise between you and Ellie Mae in respect to these terms of use and the transactions contemplated herein shall be resolved by the provincial and federal courts and tribunals sitting in the province of Ontario and you hereby irrevocably submit and attorn to the personal and exclusive jurisdiction and venue of these courts.

GOVERNING LAW AND JURISDICTION

The Website is controlled and operated by Ellie Mae from Toronto, Province of Ontario, Canada. These terms of use shall be construed and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and shall be treated in all respects as an Ontario contract, without reference to principles of conflict of law. The application of the United Nations Convention on Contracts for the International Sale of Goods (including through any implementing legislation) is expressly excluded.

NO ASSIGNMENT

You may not assign your rights or obligations under these terms of use without the express written consent of Ellie Mae.

SUCCESSORS AND ASSIGNS

These terms of use shall inure to the benefit of and be binding upon each of the parties hereto and their respective successors and permitted assigns.

SEVERABILITY

The provisions of these terms of use shall be deemed severable. In the event that any provision of these terms of use is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions.

ENTIRE AGREEMENT

These terms of use, together with all other agreements, terms or conditions incorporated or referred to herein constitute the entire agreement between you and Ellie Mae relating to the subject matter hereof, the use of the Website and any transactions conducted on or from the Website, and supersede any prior understandings or agreements (whether electronic, oral or written) regarding the subject matter hereof, and may not be amended or modified except in writing, or by Ellie Mae making such amendments or modifications available to it pursuant to these terms of use.

HEADINGS

The headings of these terms of use are inserted for convenience of reference only and do not affect the construction or interpretation of these terms of use.

NO WAIVER

The failure of Ellie Mae to enforce any provision of these terms of use or to respond to a breach by you or any third party of these terms of use shall not in any way waive the right of Ellie Mae to subsequently enforce any of the terms and conditions contained herein or to act with respect to similar breaches.

ENGLISH LANGUAGE

The Parties have expressly required that these terms of use, the terms of sale, and all documents and notices relating thereto be drafted in English. Les parties aux présentes ont expressément exigé que la présente convention et tous les documents et avis qui y sont afférents soient rédigés en anglais.

TERMINATION

Ellie Mae reserves the right, at its sole discretion, to terminate your access to all or any part of the Website, with or without notice.

CONTACT INFORMATION

If you have any question regarding these terms of use, please contact Ellie Mae at info@elliemaestudios.com or by mail at 263 Adelaide Street West, Toronto, ON M5H 1Y2.