These terms govern your use of our website and services such as uploading and downloading content onto or from the website (collectively, the “Website”; each uploaded or downloaded Best Practice is referred to as “Work”. By using the Services or the Website, you agree to these terms. If you have entered into another agreement with us concerning specific Services, then the terms of that agreement control where it conflicts with these terms. If you use our Website and Services on behalf of an entity, then these terms apply to that entity and its affiliates. In such case, you represent and warrant that you have the authority to bind the entity to these terms.
- Description of the Website
1.1 General Description. The Website includes an online marketplace for uploading and downloading Works. Furthermore, the Website is divided generally into two sections: a public section and a private section. The public section offers to all visitors, among other things, general information about the Website, the ability to view and search for Works on the Website and the ability to view and post comments on our official blog and news room. The private section is only accessible by Members. The private section offers to Members (in addition to all services available in the public section) the ability to access our affiliate tools or to upload and download Works.
1.2 Registration. Each visitor may register to become a registered member (“Member”) by creating an account with us.
1.3 Upload. Any Work uploaded by Members must be done through their own account, and such Work will be subject to the Upload Agreement and any restrictions that the Member have designated at the time of upload. The Upload Agreement is incorporated into these terms by reference. The Member must also enter appropriate keywords and a description of the Work so that the Work can be categorized and be searched by the Website’s search engine. The fees a Member will earn depend on a variety of factors, see the Standard pricing and payment policies, which may be updated from time to time. We may also place certain types of limits on the uploading of Works. All uploaded content must go through a validation process decided by the Website’s team before the content is accessible by the public and members.
1.4 Download. Any Work downloaded by Members must be done through their own accounts, and such Work is subject to the download agreement chosen when downloading the first content: Business License Agreement, Consulting License Agreement, Academy & Non-Profit License Agreement. The Download Agreements are incorporated into these terms by reference. A Member may download a Work for a particular use after paying the price announced on the Website and agrees to the corresponding Download Agreement for such Work. Downloads are limited to 15 per week per user. All abusive behaviour (intense downloading above 15 will lead to the impossibility to download more tools and possibly the temporary suspension of your account).
1.5 Privacy. The Privacy Policy governs any personal information you provide to us and is incorporated into these terms by reference. By using the Services or Website you agree to the terms of the Privacy Policy.
- General Acknowledgments
You may only use the Services if (a) you have the legal capacity to enter into this agreement with us and (b) your use does not violate applicable law.
- Your Use of Works
3.1 Restrictions. You may only upload or download Works to or from the Website in accordance with these terms and the Upload Agreement or Download Agreement. You may not use, reproduce, distribute, display or create derivative works based on any Works that appear on the Website unless you enter into a Download Agreement, and you may do so only to the extent expressly permitted under the Download Agreement.
3.2 Ownership. No ownership of any Works is transferred and no sale of any Works is effectuated on or through the Website. Only the rights expressly licensed in the Download Agreement are granted on or through the Website. We and our licensors retain all title and ownership rights in and to the Works. Such Works are covered and protected by our or our licensors’ copyright, trademark and other intellectual property rights.
3.2 Re-sellers. Re-distributing online or offline free or priced works downloaded from Eloquens is forbidden and constitues a violation of our terms of use. All identified infringers are entitled to pay Eloquens 80% of the turnover generated thanks to or directly deriving from the works.
- Your Use of the Website
4.1 General License to Your Content. In addition to the necessary licenses to the Work as stated in the Upload Agreement and Download Agreements, we require certain licenses from you to your content uploaded or posted on the Website. When you upload content (such as your comments on our blog or news) to the Services, you grant us a non-exclusive, worldwide, royalty-free, sub-licensable, and transferrable license to use, reproduce, publicly display, distribute, modify (so as to better showcase your content, for example), publicly perform, and translate the content as needed in response to user driven actions (such as when you choose to store privately or share your content with others). This license is only for the purpose of operating and improving the Services.
4.2 Feedback. You have no obligation to provide us with ideas, suggestions, or proposals (“Feedback”). However, if you submit Feedback to us, then you grant us a non-exclusive, worldwide, royalty-free license that is sub-licensable and transferrable, to use, reproduce, publicly display, distribute, modify, and publicly perform the Feedback.
4.3 Responsibility. We have no obligation to review any Works or other content uploaded or posted onto the Website, and we have no responsibility for any such Works or other content. We have the right to accept or deny, delete, move or edit any Works or content uploaded or posted onto the Website. If you upload or post any Works or content onto the Website, or any Works or other content is uploaded or posted onto the Website using your account, then you remain solely responsible for such Works or other material or content.
4.4 Work Downloads are limited to 15 free downloads per week per user. All abusive behaviour (intense downloading above 15 free works will lead to the impossibility to download more tools and, if this infringement is repeated the temporary suspension of your account). All users wishing to download more than 15 free works per week, will have to justify their needs by sending an email to [email protected].
4.5 Content on Other Websites. We have no responsibility for any content on other websites to which you may access from the Website, including any web log, comments to any web log, or any forum on the Website.
4.6 Abusive Behaviour. If your usage of the site is considered abusive, such as but not limited to: spamming contributors, users, asking for refunds systematically or breaching any of the appropriate rules of courtesy, and code of behaviour of the community – will to your temporary exclusion from the site leading to a potentially permanent exclusion.
4.7 Modification. We may change, update, or discontinue any or all of the services on the Website at any time. We may remove or revise any materials on our Website for any reason at any time without notice to you, including without limitation due to concerns related to intellectual property rights, appropriate consents, or our contractual obligations or legal requirements. We have no obligation to make, or continue to make, the Website or any particular portion or related service available to you.
- Restrictions
5.1 You must not misuse the Services or the Website. For example, you must not:
- Allow any other person access to your account;
- sell or transfer your account to another person or entity;
- use the Website in any manner that is not permitted by this Agreement or that violates any applicable law;
- upload or post onto the Website, or use the Website to transfer, any Work or other material that is covered or protected by copyright, trademark or other intellectual property rights unless you own or control such rights or have received all necessary consents;
- upload or post onto the Website, or use the Website to transfer, any Work or content that is libelous or slanderous or otherwise defamatory, obscene or indecent;
- upload or post onto the Website, or use the Website to transfer, any Work or content that contains or constitutes viruses, worms, Trojan horses or other code with malicious, disruptive or destructive features;
- attempt to gain unauthorized access to any hardware or software systems or networks associated with the Website, or obtain any services or information not intentionally made available to you on or through the Website;
- attempt to gain unauthorized access to the account of any other person or entity, or otherwise interfere with any other person’s or entity’s use, of the Website; or
- use any false or misleading information (e.g., false or misleading names, email addresses or URLs) when using the Website, including, without limitation, with respect to the origin or source of any Work or other material or content that you upload or any identifying information for your account.
- Account and Payment
6.1 You must keep confidential your account information. Your account information personal to you and may not be shared with, or transferred to, any other person or entity.
6.2 You will be solely responsible for each and every use of your account. We may rely on the use of your account as conclusive evidence that you have used the Website.
6.3 All payments are made via Stripe or PayPal – See more about our pricing policy
- Representations and Warranties
By using our Website, you agree that you have: (a) all necessary licenses and permissions, to upload and share your Work and (b) the rights necessary to grant the licenses in these terms.
- Indemnification
8.1 You will indemnify us and our subsidiaries, affiliates, officers, agents, employees, partners, and licensors from any claim, demand, loss, or damages, including reasonable attorneys’ fees, arising out of or related to your Works or other content that you provide to us, your use of the Services or Website, or your violation of these terms.
8.2 We have the right to control the defense of any claim, action or matter subject to indemnification by you with counsel of our own choosing. You will fully cooperate with us in the defense of any such claim, action or matter. You may not settle
- Disclaimer of Warranties
9.1 The Services, Works, and Website are provided “AS-IS.” To the maximum extent permitted by law, we disclaim all warranties express or implied, including the implied warranties of non-infringement, merchantability, and fitness for a particular purpose. We make no commitments about the Works or content within the Services. We further disclaim any warranty that (a) the Services or Works will meet your requirements or will be constantly available, uninterrupted, timely, secure, or error-free; (b) the results that may be obtained from the use of the Services will be effective, accurate, or reliable; (c) the quality of the Services or Works will meet your expectations; or that (d) any errors or defects in the Services will be corrected.
9.2 We specifically disclaim any liability for any actions resulting from your use of any Services or Works. You may use and access the Services or Works at your own discretion and risk, and you are solely responsible for any damage to your computer system or loss of data that results from the use and access of any Service or Works.
- Limitation of Liability
Our works providers (alias “Authors” on the platform) or we, Eloquens Inc., are not liable to you or anyone else for any special, incidental, indirect, consequential, or punitive damages (even if we have been advised of the possibility of these damages), including those (a) resulting from loss of use, data, or profits, whether or not foreseeable, (b) based on any theory of liability, including breach of contract or warranty, negligence or other tortious action, or (c) arising from any other claim arising out of or in connection with your use of or access to the Services or Works. Nothing in these terms limits or excludes our liability for gross negligence or for our (or our employees’) intentional misconduct. Except stated in the Download Agreement or Upload Agreement, the total liability in any matter arising out of or related to these terms is limited to US $100. The limitations and exclusions in this section apply to the maximum extent permitted by law.
- Termination and Suspension
11.1 We may terminate these terms or your account upon notice to you at our discretion, including, without limitation, for your breach of these terms (or act in a manner that clearly shows you do not intend to, or are unable to, comply with these terms), if it has become impractical for us to offer the Services in your region, or for inactivity by you with respect to use of the Website. You may at any time terminate these terms or your account by sending a termination request to us through your account page on the Website.
11.2 We will terminate a user’s access to the Website if we have determined the user to be a repeat infringer.
11.3 We may suspend your account at any time and for any length of time. During the time your account is suspended, you will not be able to upload any Works on the Website, but you may continue to access your account.
- Effect of Termination
12.1 Upon any termination of these terms:
- your account will be canceled and closed;
- all Works uploaded by you will be removed from the Website; provided, however, that we may continue to use the Work for internal archival and reference purposes and all other Members who have downloaded your Work may continue to use your Work under the terms of their license;
- You may continue to use the Work that you have downloaded and paid for;
- We may prevent you from signing up to use or access the Services or the Website.
12.2 Termination of this Agreement does not relieve you of any obligations to pay any outstanding fees, or other obligations under any other agreement that has not been specifically terminated, such as an Upload Agreement or Download Agreements. The provisions of Sections 8, 9, 10, 11, 12, 14 and 15 will survive the termination of these terms.
- Standards
13.1 We strive to educate our members about achieving and maintaining high standards in the use of Best Practices through good judgment and the application of relevant, recognized principles and standards. Below is an outline of our expectations of our members regarding human rights, with a specific focus on children’s rights, in its business practices.
13.2 Individuals who provide us with Best Practices have the responsibility to ensure that the highest standards are met. Accordingly, we require that a properly executed model release consent be obtained by the photographer for all persons appearing in any uploaded Works, and signed by a parent or guardian of any underage model appearing in a Work, before submitting such Work to us.
13.3 We have a zero-tolerance policy related to inappropriate images of children. In its role as a marketplace for the uploading and downloading of Best Practices, if we become aware of any such inappropriate images of children, we may take one or more of the of the following actions (in addition to any other actions it may deem appropriate):
- Alert the appropriate law enforcement authorities
- Remove the Best Practices of concern from all our libraries and servers
- Suspend or delete the account of the providers and users of such photos
- Miscellaneous
14.1 Governing Law. Your relationship is with Eloquens Inc., a United States company, and the Services and these terms are governed by the law of New York. You may have additional rights under the law. We do not seek to limit those rights to the extent prohibited by law.
14.2 Dispute Resolution. For any concern or dispute you may have, you agree to first try to resolve the dispute informally by contacting us. If a dispute is not resolved within 30 days of submission, you or Eloquens must resolve any claims relating to these terms, the Services, or the Software through final and binding arbitration, except that you may assert claims in small claims court if your claims qualify. JAMS will administrate the arbitration pursuant to its Comprehensive Arbitration Rules and Procedures. The arbitration will be held in New York City, New York, or any other location we agree to. Judgment upon the award rendered may be entered and will be enforceable in any court of competent jurisdiction having jurisdiction over the parties.
14.3 No Class Actions. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.
14.4 No Agency. The relationship between you and us under these terms is that of independent contractors. For clarification purposes, the parties are not joint venturers, partners, principal and agent, or employer and employee. Neither party has the power to bind or obligate the other in any manner.
14.5 Taxes. You are responsible for all use, sales, value-added and similar taxes and duties imposed by any governing authority in any jurisdiction in connection with your use of the Website.
14.6 No Waiver. Our failure to enforce or exercise any of these terms is not a waiver of that section.
14.7 Assignment. We have the right, in our sole discretion, to assign any or all of its rights or obligations under these terms. You have no right to assign any of your rights or obligations under these terms and any such attempt will be void.
14.8 Severability. If a particular term is not enforceable, the unenforceability of that term will not affect any other terms.
14.9 Modification. We may modify these terms or any additional terms that apply to these Services to, for example, reflect changes to the law or changes to our Services. You should look at the terms regularly. We’ll post notice of modifications to these terms on this page. By continuing to use or access the Services after the revisions come into effect, you agree to be bound by the revised terms.
14.10 English Version. The English version of these terms will be the version used when interpreting or construing these terms.
- Infringement Claims
We respect the intellectual property rights of others and expect our users to do the same. If you believe that any user Work or other content infringes upon your copyright or your trademark, please let us know by sending us an IP infringement claim.
For trademark infringement claims, you must provide us with clear information about the location of the allegedly infringing work, complete information about your trademark, and your contact information (name, physical address, email address and telephone number).
For copyright infringement notices, your notice must meet all requirements of the Digital Millennium Copyright Act (“DMCA”)(described below). Eloquens will only remove content we host in response to DMCA notices that contain all of the following:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit Eloquens to locate the material;
- Information reasonably sufficient to permit Eloquens to contact you, such as an address, telephone number, and, if available, an electronic mail address;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
You may submit a claim by contacting us: Eloquens Inc., Schader Harrison et al., 140 Broadway Suite 3100, New York, NEW YORK 10005, USA; email: [email protected]. We will provide a copy of the notice to the user who uploaded the material in question. We may not be able to review your claim if you fail to provide the requested information above.
This Privacy Policy, as amended from time to time (the “Policy”), governs Eloquens’ collection and use of your personal information. By using the Eloquens.com Website you consent to the collection, use and disclosure of your personal information in accordance with this Policy. This Policy is governed by the laws of the State of New York irrespective of your location. By using Eloquens’ Website, you agree to be bound by the English-language version of this Policy, found at https://about.eloquens.com/#website-privacypolicy-menu, and acknowledge that, in the event of conflict between the English-language version and this translated version, the English-language version shall prevail. If you have questions related to our Policy, please contact us at [email protected]
- Users
This Website is intended for adults. If you are between the ages of 13 and 18, please ask your parent or legal guardian for permission before you enter Eloquens’ Website.
NOTICE TO CHILDREN UNDER THE AGE OF 13 AND THEIR PARENTS OR GUARDIANS:
ELOQUENS DOES NOT KNOWINGLY COLLECT PERSONAL INFORMATION FROM CHILDREN UNDER THE AGE OF 13. IF YOU ARE UNDER THE AGE OF 13, YOU MUST NOT USE THIS WEBSITE. PLEASE DO NOT SEND ELOQUENS ANY PERSONAL INFORMATION INCLUDING YOUR EMAIL, NAME AND/OR CONTACT INFORMATION. IF YOU WANT TO CONTACT ELOQUENS, YOU MAY ONLY DO SO THROUGH YOUR PARENT OR LEGAL GUARDIAN.
- Type of information collected
When you visit this Website, we may collect certain non-personal information such as your Internet Protocol (“IP”) address, browser type, and operating system. This type of information does not identify you personally. When you register with Eloquens, we may also collect the personal information that you submit such as your name, address, email address, country of origin, linkedIn® profile url, linkedIn® headline, linkedIn® professional description, and linkedIn® profile picture (“Registration Information”). For contributors (as identified on our Website), Registration Information may include verification of your identity with a government issued ID. Additionally, we may collect certain information from our contributors for tax purposes.
We may also collect non-Registration Information from our users, including the number of uploads and downloads on the Website, profile changes, content changes, and forum activity. Eloquens uses an outside third party credit card processing company to bill you for your purchases or compensate you for your uploads, which may in some instances include the storage of your personal information by the third party, such as your credit card number. Additionally, Eloquens may track copyright infringement claims through its membership management module. Information related to copyright infringement claims may be stored by Eloquens.
- Third parties
Eloquens uses a third party service provider, Stripe and PayPal to process purchases made on our Website. In addition, our Website may occasionally contain links to other sites. If you click on these links, you leave the Eloquens Website and we are not responsible for the content or the security of your personal information when using the other site. These sites may have their own privacy policies governing the storage and retention of your personal information. They may collect information such as your name, mailing address, IP address, browser specifications, and credit card number. This Policy does not govern personal information provided to, stored on, or used by third party sites. We recommend that when you enter a third party site, you review the third party’s privacy policy as it relates to safeguarding your personal information.
- How your information is used
Eloquens may use your personal information to:
- Verify a user’s identity for security purposes
- Create and manage your membership account
- Process your transactions
- Provide customer services
- Display services or offers that may be of interest to you.
- Monitor our users’ uploads, downloads, changes in profiles, and blog participation.
- If you are a contributor, to compensate you.
- To notify contributors or other users of who you are when making a download providing them with public information that is provided in your account settings (this does not include your payment details, email, or address). You may change and edit what information is available to users and contributors at any time.
- To communicate with you about your transactions, new products and services
- To run our interactive features such as the Blog and reviews.
We may also convert your information into anonymous data in order to help us monitor traffic on our Website. For example, we may also use the personal information disclosed to us to assist you with technical difficulties you may experience while using our Website. We may share your personal information and the demographic information we have collected with our third party service providers.
- Protecting your personal information
As a valued customer, we recognize that protecting your privacy is important to you. For this reason, Eloquens is committed to protecting your personal information in several ways. Our servers are only accessible to a select number of authorized personnel. Your Registration Information is protected by a unique customer password and user ID, and your password is encrypted. You should not disclose your password information to anyone and you should always remember to log off if using a shared computer. We also use secure socket layer technology (SSL) for specific types of information, such as your login and payment information. Lastly, when you register with Eloquens, we allow you to utilize an “alias” so that your user ID cannot be seen by other users of Eloquens. We may retain your personal information for as long as is required to fulfill our business objective.
Additionally, the personal information collected by Eloquens may be stored and processed in a country other than your home country. By providing us with your personal information and using the Eloquens Website, you are consenting to any such transfer of information outside of your home country.
We have taken certain security protections in safeguarding your personal information. However, as with most electronic transactions, no method is 100% safe. While we strive to use a commercially acceptable means to protect your personal information, we cannot guarantee its security. Therefore, Eloquens assumes no liability regarding the theft, loss, alteration or misuse of personal or other information, including without limitation such information that we have provided to third parties, or with regards to the failure of a third party to abide by the privacy policy or agreement between Eloquens and a third party.
As a registered user of Eloquens, you may participate in Eloquens’ Blog and review Best Practices. Blog postings, reviews and comments are visible to any guest of our Website. We strongly discourage posting any information that you do not want others to see on these features. Messages posted to the Blog or any review may be retained so long as the Eloquens Website is operational.
- Your choice
You may review and change the information you provide to us by going to the “Account Settings” section of the Website. You may opt out of receiving our newsletters or other forms of email notification when you register with Eloquens. By opting out, you will no longer receive certain special offers, promotions or notifications. We may continue to send you any legally required notifications and certain notifications, including but not limited to service related notices or notices regarding a change to any of Eloquens’ policies (“Required Notices”). For example, we may send you a notice regarding server problems or scheduled Website maintenance. In order to opt-out of receiving Required Notices, you may need to deactivate your account.
- Disclosures
On rare occasions, Eloquens may be required to disclose your personal information due to legal or regulatory requirements. In such instances, we reserve the right to disclose your personal information as required in order to comply with Eloquens’ legal obligations, including, but not limited to, complying with court orders, warrants, subpoenas, service of process requirements, or discovery requests.
- Notification of changes
We reserve the right to change this Policy from time to time, and at our sole discretion. You should make note of the “last updated date” at the top of this Policy. With this information, you should be able to identify if the Policy has been updated recently.
Please note that if you have limited your account preferences, we will not change your preferences without your consent. If substantially all of Eloquens’ assets are sold or merged with another company, Eloquens will notify you of the transaction. The acquiring company will be given access to your personal information without your consent. If Eloquens sells only a part of its business, the acquiring entity will have access to your personal information without your consent and Eloquens may send you a notice regarding this sale.
- Disputes
Any disputes regarding your privacy are subject to this Privacy Policy and Eloquens’ Terms and Conditions, including but not limited to any provisions related to indemnification, limitations on damages, and choice of law.
11. Deletion of Your Personal Data and Account Process
You may request all of your personal data and your member account to be erased/deleted from our servers. A process exists via your “Account Settings”. Once the process is undertaken, Eloquens Inc. has 30 days to confirm that the member account and your personal data has been erased.
However, certain data may be kept for legal purposes such as data linked to but not limited to invoicing, transactions, accounting etc. Besides, some data may be kept for data analysis reasons but anonymised.
If your Eloquens Member Account is inactive after a three year Period, we will initiate a process to delete your account and your personal data. You will receive multiple emails in the 30 days proceeding this action so that you have the opportunity to reactivate your Eloquens Member Account for at least another 3 years.
This agreement (this “Agreement“) applies if you download a Best Practice (collectively, the “Work“) from our website or our affiliates’ websites (collectively, the “Website“). By downloading the Work, you agree to the terms of this Agreement and that this Agreement applies to each Work that you download. You also agree to the Eloquens Terms of Use, of which this Agreement supplements and incorporates into. You represent and warrant that you have the right to enter into this Agreement. If you download the Work on behalf of an entity, then this Agreement applies to such entity and its affiliates. In such case, you represent and warrant that you have the authority to bind such entity to this Agreement.
- Ownership
This Agreement does not effectuate any sale of the Work. Except as expressly granted in this Agreement, we and our licensor retain all rights, title and interest in and to the Work. No title or ownership interest in or to the Work is transferred to you by virtue of this Agreement.
- License to the Work
2.1 Student/ Non-profit License: Subject to your compliance with the terms of this Agreement, we hereby grant you a non-exclusive, perpetual, worldwide, non-sublicensable, non-transferable license to use, reproduce, modify or display the Work, subject to the restrictions in Section 3. By way of example, you may use, display, or modify the Work for activities related to your studies or in the context of non-profit activities involving topics such as: strategic planning, business planning, business analysis, strategic thinking, benchmarking…they can be used in documents for internal non-profit presentations inside or outside your organization, student presentations and student projects.
2.2 Employee and Contractor Use. You may transfer files containing the Work or permitted derivative works to employees or subcontractors, provided that such employees and subcontractors agree to abide by the restrictions of this Agreement and only use the Work on your behalf. The employees and subcontractors have no additional rights to use the Work.
2.3 Digital Library. You may create a digital library, network configuration or similar arrangement to allow the Work to be viewed by members of your organisation.
2.5 Reservation. If a Work is in violation of our Terms of Use, we may instruct you to cease all use, distribution and possession of such Work, and you must promptly comply with such instructions. We reserve all rights not expressly granted in this Agreement.
- Restrictions
3.1 General Restrictions. You must not misuse the Work. Except as expressly permitted in Section 2 above, you must not:
- sublicense, sell, assign, convey or transfer or attempt to transfer any of your rights under this Agreement;
- sell, license or distribute the Work or any modified Work as stand-alone or as part of an online database or any other database, or any derivative product containing the Work in such way that would allow a third party to use, download, extract or access the Work as a stand-alone file;
- share the Work with any other person or entity or post the Work online in a downloadable format, post the Work on an electronic bulletin board;
- download or store the Work on more than one computer at the same time, except that you may make a single backup copy to be stored on media separate from the single permitted computer;
- use, reproduce, distribute, perform, modify, or display the Work (including, without limitation, by itself or in combination with any other work of authorship) in any manner that is libelous or slanderous or otherwise defamatory, obscene or indecent;
- remove any copyright or proprietary notice or other information that may appear on, embedded in, or in connection with the Work in its original downloaded form, it being understood that you must include any and all such notices in any permitted backup copy of the Work;
- incorporate the Work into a logo, trademark, or service mark;
- take any action in connection with the Work that violates any applicable law;
- Use the Work in an editorial manner, without affixing the accompanying copyright notice; provided however that the copyright notice is not necessary if such Copyright Notice is not required under applicable law for use in a particular situation AND if it would not be customary to include such copyright notice in such particular situation;
- take any action in connection with the Work that violates or infringes the intellectual property or other rights of any person or entity, including, without limitation, the moral rights of the creator of the Work and the rights of any person who, or any person whose property, appears in the Work;
- take any action in connection with the Work that would reasonably imply that the creator of the Work, or the persons or property appearing in the Work (if any), endorse any political, economic or other opinion-based movements or parties;
- use the Work in a way that places any person in the photo in a bad light or depicts them in a way that they may find offensive – this includes, but is not limited to:
- the use of Works in pornography;
- tobacco ads;
- ads for adult entertainment clubs or similar venues, including escort or similar services;
- political endorsements;
- uses that are defamatory, or otherwise contain unlawful, offensive or immoral content.
3.2 Website Use. Notwithstanding anything to the contrary contained in this Agreement, with respect to using and displaying the Work on websites, you must take all reasonable actions to prevent website visitors from downloading or reusing the Work.
3.3 Social Media Use. You cannot post the Work on a Social Media Site (defined below) unless the Work is designated as “Social-Media Enabled”, in which relevant copyright information is visibly embedded onto the Work and which comply with our size restrictions (the “Social-Media Enabled Works“): You may post or upload the Social-Media Enabled Works (and modifications thereof) directly onto Social Media Site, provided that the terms of use governing the Social Media Site do not include any provision which would claim to grant any exclusive rights or ownership in respect of such Work or modified Work to anyone. “Social Media Site” means a website or application which has a primary focus on facilitating social interaction among its users and allowing users to share content in connection with such social interaction.
- Payments and Pricing
You must pay us a license fee in accordance with our Standard pricing and payment policies
- Your Indemnification Obligations
You will indemnify us and our subsidiaries, affiliates, officers, agents, employees, partners, and licensors from any claim, demand, loss, or damages, including reasonable attorneys’ fees, arising out of or related to the content that you provide us, your use of the Work or Website, or your modification to the Work (except as indemnified under Section 7 below), or your violation of these terms.
We have the right to control the defense of any claim, action or matter subject to indemnification by you with counsel of our own choosing. You will fully cooperate with us in the defense of any such claim, action or matter.
- Limitations of Liability
6.1 Limitation. We are not liable to you or anyone else for any special, incidental, indirect, consequential, or punitive damages (even if we have been advised of the possibility of these damages), including those (a) resulting from loss of use, data, or profits, whether or not foreseeable, (b) based on any theory of liability, including breach of contract or warranty, negligence or other tortious action, or (c) arising from any other claim arising out of or in connection with your use of or access to the Services or Works. Nothing in these terms limits or excludes our liability for gross negligence or for our (or our employees’) intentional misconduct. Except with regard to our obligations under Section 7 below, our total maximum aggregate liability under this Agreement is limited to the amount we received from you for the Work giving rise to the liability.
6.2 Releases. We generally do not have releases for the trademarks, logos or other intellectual property of other parties that may be depicted in some Works. Furthermore, we generally do not have releases from property owners, manufacturers or designers of commercial products such as (without limitation) automobiles, aircraft, packaged products, designer clothing, etc. that are depicted in some Works. It is generally not possible for any Work author to get blanket releases for such products, but they can often be obtained on a case-by-case basis. You are responsible for procuring all such releases.
The limitations and exclusions in this section apply to the maximum extent permitted by law.
- Our Indemnification Obligations
7.1 Our Duty to Indemnify. We will defend any third-party claim, action, legal proceeding made against a person or entity (collectively, “Claim“) during the term of this Agreement to the extent the Claim alleges that your use of the Indemnified Work pursuant to these terms directly infringes the third party’s copyright, trademark, publicity rights or privacy rights (“Infringement Claim“). “Indemnified Work” means any Work that you have purchased and downloaded from the Website that has not been altered, except Work that (a) is part of our collection of free Works or (b) can otherwise be downloaded without payment of credits or monetary compensation. We will pay you the damages, losses, costs, expenses, or liabilities (collectively, “Losses”) directly attributable to an Infringement Claim and are either finally awarded by a court of competent jurisdiction against you or agreed to in a written settlement agreement signed by us.
7.2 Conditions to Indemnification. Eloquens will have no liability for any Infringement Claim:
- that arises from (i) any modification of the Indemnified Work; (ii) any combination of the Indemnified Work with any other works; (iii) any use of the Indemnified Work after we have removed the Indemnified Work from our Services or have instructed you to stop using the Indemnified Work; or (iv) the context in which you have used the Indemnified Work; or
- if you fail to (i) notify us in writing of the Infringement Claim promptly upon the earlier of learning of or receiving a notice of it, to the extent we are prejudiced by this failure; (ii) provide us with reasonable assistance requested by us for the defense or settlement of the Infringement Claim; (iii) provide us with the exclusive right to control and the authority to settle the Infringement Claim; or (iv) refrain from making admissions about the Infringement Claim without our prior written consent.
7.3 Limitation of Liability. Notwithstanding anything to the contrary contained in these terms or in any other agreement between you and us, our total maximum aggregate liability with respect to any Indemnified Work will in no event exceed US$10,000 per Indemnified Work, irrespective of the number of times the Indemnified Work is downloaded or licensed.
7.4 Sole and Exclusive Remedy. The foregoing states our entire liability and obligation, and your sole and exclusive remedy, with respect to any Indemnified Work or Infringement Claim.
- Termination
We may terminate this Agreement or with respect to any Work upon notice to you in the event of your breach of the terms this Agreement. You may terminate this Agreement at any time upon notice to us. We may deny the downloading of any Work from the Website.
- Effect of Termination
Upon our termination for cause of this Agreement or with respect to any particular Work, you must cease using the Work and destroy all copies of the Work, and all derivative works and related materials (if any), in your possession or control. At our request, you will certify in writing to such destruction of the Work, derivative works and related materials. Termination of this Agreement does not relieve you of any obligations to pay any outstanding fees. The provisions of Sections 1, 5, 6, 7, 8, 9, and 10 will survive the termination of this Agreement.
- Miscellaneous
10.1 Governing Law. Your relationship is with Eloquens.Inc, a United States company, and the Work and these terms are governed by the law of New York. You may have additional rights under the law. We do not seek to limit those rights to the extent prohibited by law.
10.2 Dispute Resolution. For any concern or dispute you may have, you agree to first try to resolve the dispute informally by contacting us. If a dispute is not resolved within 30 days of submission, we must resolve any claims relating to these terms, the Website, or the Work through final and binding arbitration, except that you may assert claims in small claims court if your claims qualify. JAMS will administrate the arbitration pursuant to its Comprehensive Arbitration Rules and Procedures. The arbitration will be held in New York City, New York, or any other location we agree to. Judgment upon the award rendered may be entered and will be enforceable in any court of competent jurisdiction having jurisdiction over the parties.
10.3 No Class Actions. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.
10.4 No Agency. The relationship between you and us under this Agreement is that of independent contractors. For clarification purposes, the parties are not joint ventures, partners, principal and agent, or employer and employee. Neither party shall have the power to bind or obligate the other in any manner.
10.5 Taxes. You are responsible for all use, sales, value-added and similar taxes and duties imposed by any governing authority in any jurisdiction in connection with the license granted to you under this Agreement.
10.6 No Waiver. Our failure to enforce or exercise any of these terms is not a waiver of that section.
10.7 Assignment. We have the right, in our sole discretion, to assign any or all of its rights or obligations under this Agreement. You have no right to assign any of your rights or obligations under this Agreement and any such attempt will be void.
10.8 Severability. If a particular term is not enforceable, the unenforceability of that term will not affect any other terms.
10.9 Modification. We may modify this Agreement that apply to a Work to, for example, reflect changes to the law or changes to our services. You should look at the terms regularly. We’ll post notice of modifications to these terms on this page. By continuing to use or access the Website after the revisions come into effect, you agree to be bound by the revised terms.
10.10 English Version. The English version of this Agreement will be the version used when interpreting or construing these terms.
10.11 Non-Infringement. Without limiting our indemnity obligations herein, we rely on the representations and warranties made by our users who upload the Works under an applicable Upload Agreement and their compliance with our Terms of Use, including the non-infringement of Works. We do not have the right or ability to control the Works for purposes of the Digital Millennium Copyright Act (“DMCA”) or any claim of liability made by any third party against us. Please follow the instruction in our Terms of Use to submit any DMCA notices to us.
This agreement (this “Agreement“) applies if you download a Best Practice (collectively, the “Work“) from our website or our affiliates’ websites (collectively, the “Website“). By downloading the Work, you agree to the terms of this Agreement and that this Agreement applies to each Work that you download. You also agree to the Eloquens Terms of Use, of which this Agreement supplements and incorporates into. You represent and warrant that you have the right to enter into this Agreement. If you download the Work on behalf of an entity, then this Agreement applies to such entity and its affiliates. In such case, you represent and warrant that you have the authority to bind such entity to this Agreement.
- Ownership
This Agreement does not effectuate any sale of the Work. Except as expressly granted in this Agreement, we and our licensor retain all rights, title and interest in and to the Work. No title or ownership interest in or to the Work is transferred to you by virtue of this Agreement.
- License to the Work
2.1 Business License: Subject to your compliance with the terms of this Agreement, we hereby grant you a non-exclusive, perpetual, worldwide, non-sublicensable, non-transferable license to use, reproduce, modify or display the Work, subject to the restrictions in Section 3. By way of example, you may use, display, or modify the Work for activities related to your daily personal or business activities such as strategic planning, business planning, business analysis, strategic thinking, benchmarking or produced Content into PowerPoint documents for internal non-profit presentation inside your organization or with clients and / or partners.
2.2 Employee and Contractor Use. You may transfer files containing the Work or permitted derivative works to employees or subcontractors, provided that such employees and subcontractors agree to abide by the restrictions of this Agreement and only use the Work on your behalf. The employees and subcontractors have no additional rights to use the Work.
2.3 Client Use. You may use the license granted under this Agreement for the benefit of one of your clients, provided that you must transfer all your license to your client and your client must comply with the terms of this Agreement and comply with all license and use restrictions. You are solely responsible and liable for any and all use of the Work by your client. You must purchase additional licenses for the same Work if you intend to use the same Work for the benefit of other client.
2.4 Digital Library. You may create a digital library, network configuration or similar arrangement to allow the Work to be viewed by employees and clients of your company.
2.5 Reservation. If a Work is in violation of our Terms of Use, we may instruct you to cease all use, distribution and possession of such Work, and you must promptly comply with such instructions. We reserve all rights not expressly granted in this Agreement.
- Restrictions
3.1 General Restrictions. You must not misuse the Work. Except as expressly permitted in Section 2 above, you must not:
- sublicense, sell, assign, convey or transfer or attempt to transfer any of your rights under this Agreement;
- sell, license or distribute the Work or any modified Work as stand-alone or as part of an online database or any other database, or any derivative product containing the Work in such way that would allow a third party to use, download, extract or access the Work as a stand-alone file;
- share the Work with any other person or entity or post the Work online in a downloadable format, post the Work on an electronic bulletin board;
- download or store the Work on more than one computer at the same time, except that you may make a single backup copy to be stored on media separate from the single permitted computer;
- use, reproduce, distribute, perform, modify, or display the Work (including, without limitation, by itself or in combination with any other work of authorship) in any manner that is libelous or slanderous or otherwise defamatory, obscene or indecent;
- remove any copyright or proprietary notice or other information that may appear on, embedded in, or in connection with the Work in its original downloaded form, it being understood that you must include any and all such notices in any permitted backup copy of the Work;
- incorporate the Work into a logo, trademark, or service mark;
- take any action in connection with the Work that violates any applicable law;
- Use the Work in an editorial manner, without affixing the accompanying copyright notice; provided however that the copyright notice is not necessary if such Copyright Notice is not required under applicable law for use in a particular situation AND if it would not be customary to include such copyright notice in such particular situation;
- take any action in connection with the Work that violates or infringes the intellectual property or other rights of any person or entity, including, without limitation, the moral rights of the creator of the Work and the rights of any person who, or any person whose property, appears in the Work;
- take any action in connection with the Work that would reasonably imply that the creator of the Work, or the persons or property appearing in the Work (if any), endorse any political, economic or other opinion-based movements or parties;
- use the Work in a way that places any person in the photo in a bad light or depicts them in a way that they may find offensive – this includes, but is not limited to:
- the use of Works in pornography;
- tobacco ads;
- ads for adult entertainment clubs or similar venues, including escort or similar services;
- political endorsements;
- uses that are defamatory, or otherwise contain unlawful, offensive or immoral content.
3.2 Website Use. Notwithstanding anything to the contrary contained in this Agreement, with respect to using and displaying the Work on websites, you must take all reasonable actions to prevent website visitors from downloading or reusing the Work.
3.3 Social Media Use. You cannot post the Work on a Social Media Site (defined below) unless the Work is designated as “Social-Media Enabled”, in which relevant copyright information is visibly embedded onto the Work and which comply with our size restrictions (the “Social-Media Enabled Works“): You may post or upload the Social-Media Enabled Works (and modifications thereof) directly onto Social Media Site, provided that the terms of use governing the Social Media Site do not include any provision which would claim to grant any exclusive rights or ownership in respect of such Work or modified Work to anyone. “Social Media Site” means a website or application which has a primary focus on facilitating social interaction among its users and allowing users to share content in connection with such social interaction.
- Payments and Pricing
You must pay us a license fee in accordance with our Standard pricing and payment policies
- Your Indemnification Obligations
You will indemnify us and our subsidiaries, affiliates, officers, agents, employees, partners, and licensors from any claim, demand, loss, or damages, including reasonable attorneys’ fees, arising out of or related to the content that you provide us, your use of the Work or Website, or your modification to the Work (except as indemnified under Section 7 below), or your violation of these terms.
We have the right to control the defense of any claim, action or matter subject to indemnification by you with counsel of our own choosing. You will fully cooperate with us in the defense of any such claim, action or matter.
- Limitations of Liability
6.1 Limitation. We are not liable to you or anyone else for any special, incidental, indirect, consequential, or punitive damages (even if we have been advised of the possibility of these damages), including those (a) resulting from loss of use, data, or profits, whether or not foreseeable, (b) based on any theory of liability, including breach of contract or warranty, negligence or other tortious action, or (c) arising from any other claim arising out of or in connection with your use of or access to the Services or Works. Nothing in these terms limits or excludes our liability for gross negligence or for our (or our employees’) intentional misconduct. Except with regard to our obligations under Section 7 below, our total maximum aggregate liability under this Agreement is limited to the amount we received from you for the Work giving rise to the liability.
6.2 Releases. We generally do not have releases for the trademarks, logos or other intellectual property of other parties that may be depicted in some Works. Furthermore, we generally do not have releases from property owners, manufacturers or designers of commercial products such as (without limitation) automobiles, aircraft, packaged products, designer clothing, etc. that are depicted in some Works. It is generally not possible for any Work Author to get blanket releases for such products, but they can often be obtained on a case-by-case basis. You are responsible for procuring all such releases.
The limitations and exclusions in this section apply to the maximum extent permitted by law.
- Our Indemnification Obligations
7.1 Our Duty to Indemnify. We will defend any third-party claim, action, legal proceeding made against a person or entity (collectively, “Claim“) during the term of this Agreement to the extent the Claim alleges that your use of the Indemnified Work pursuant to these terms directly infringes the third party’s copyright, trademark, publicity rights or privacy rights (“Infringement Claim“). “Indemnified Work” means any Work that you have purchased and downloaded from the Website that has not been altered, except Work that (a) is part of our collection of free Works or (b) can otherwise be downloaded without payment of credits or monetary compensation. We will pay you the damages, losses, costs, expenses, or liabilities (collectively, “Losses”) directly attributable to an Infringement Claim and are either finally awarded by a court of competent jurisdiction against you or agreed to in a written settlement agreement signed by us.
7.2 Conditions to Indemnification. Eloquens will have no liability for any Infringement Claim:
- that arises from (i) any modification of the Indemnified Work; (ii) any combination of the Indemnified Work with any other works; (iii) any use of the Indemnified Work after we have removed the Indemnified Work from our Services or have instructed you to stop using the Indemnified Work; or (iv) the context in which you have used the Indemnified Work; or
- if you fail to (i) notify us in writing of the Infringement Claim promptly upon the earlier of learning of or receiving a notice of it, to the extent we are prejudiced by this failure; (ii) provide us with reasonable assistance requested by us for the defense or settlement of the Infringement Claim; (iii) provide us with the exclusive right to control and the authority to settle the Infringement Claim; or (iv) refrain from making admissions about the Infringement Claim without our prior written consent.
7.3 Limitation of Liability. Notwithstanding anything to the contrary contained in these terms or in any other agreement between you and us, our total maximum aggregate liability with respect to any Indemnified Work will in no event exceed US$10,000 per Indemnified Work, irrespective of the number of times the Indemnified Work is downloaded or licensed.
7.4 Sole and Exclusive Remedy. The foregoing states our entire liability and obligation, and your sole and exclusive remedy, with respect to any Indemnified Work or Infringement Claim.
- Termination
We may terminate this Agreement or with respect to any Work upon notice to you in the event of your breach of the terms this Agreement. You may terminate this Agreement at any time upon notice to us. We may deny the downloading of any Work from the Website.
- Effect of Termination
Upon our termination for cause of this Agreement or with respect to any particular Work, you must cease using the Work and destroy all copies of the Work, and all derivative works and related materials (if any), in your possession or control. At our request, you will certify in writing to such destruction of the Work, derivative works and related materials. Termination of this Agreement does not relieve you of any obligations to pay any outstanding fees. The provisions of Sections 1, 5, 6, 7, 8, 9, and 10 will survive the termination of this Agreement.
- Miscellaneous
10.1 Governing Law. Your relationship is with Eloquens.Inc, a United States company, and the Work and these terms are governed by the law of New York. You may have additional rights under the law. We do not seek to limit those rights to the extent prohibited by law.
10.2 Dispute Resolution. For any concern or dispute you may have, you agree to first try to resolve the dispute informally by contacting us. If a dispute is not resolved within 30 days of submission, we must resolve any claims relating to these terms, the Website, or the Work through final and binding arbitration, except that you may assert claims in small claims court if your claims qualify. JAMS will administrate the arbitration pursuant to its Comprehensive Arbitration Rules and Procedures. The arbitration will be held in New York City, New York, or any other location we agree to. Judgment upon the award rendered may be entered and will be enforceable in any court of competent jurisdiction having jurisdiction over the parties.
10.3 No Class Actions. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.
10.4 No Agency. The relationship between you and us under this Agreement is that of independent contractors. For clarification purposes, the parties are not joint ventures, partners, principal and agent, or employer and employee. Neither party shall have the power to bind or obligate the other in any manner.
10.5 Taxes. You are responsible for all use, sales, value-added and similar taxes and duties imposed by any governing authority in any jurisdiction in connection with the license granted to you under this Agreement.
10.6 No Waiver. Our failure to enforce or exercise any of these terms is not a waiver of that section.
10.7 Assignment. We have the right, in our sole discretion, to assign any or all of its rights or obligations under this Agreement. You have no right to assign any of your rights or obligations under this Agreement and any such attempt will be void.
10.8 Severability. If a particular term is not enforceable, the unenforceability of that term will not affect any other terms.
10.9 Modification. We may modify this Agreement that apply to a Work to, for example, reflect changes to the law or changes to our services. You should look at the terms regularly. We’ll post notice of modifications to these terms on this page. By continuing to use or access the Website after the revisions come into effect, you agree to be bound by the revised terms.
10.10 English Version. The English version of this Agreement will be the version used when interpreting or construing these terms.
10.11 Non-Infringement. Without limiting our indemnity obligations herein, we rely on the representations and warranties made by our users who upload the Works under an applicable Upload Agreement and their compliance with our Terms of Use, including the non-infringement of Works. We do not have the right or ability to control the Works for purposes of the Digital Millennium Copyright Act (“DMCA”) or any claim of liability made by any third party against us. Please follow the instruction in our Terms of Use to submit any DMCA notices to us.
This agreement (this “Agreement“) applies if you download a Best Practice (collectively, the “Work“) from our website or our affiliates’ websites (collectively, the “Website“). “Produced Work” is any content created by the user from a work by downloading the Work, you agree to the terms of this Agreement and that this Agreement applies to each Work that you download. You also agree to the Eloquens Terms of Use, of which this Agreement supplements and incorporates into. You represent and warrant that you have the right to enter into this Agreement. If you download the Work on behalf of an entity, then this Agreement applies to such entity and its affiliates. In such case, you represent and warrant that you have the authority to bind such entity to this Agreement.
- Ownership
This Agreement does not effectuate any sale of the Work. Except as expressly granted in this Agreement, we and our licensor retain all rights, title and interest in and to the Work. No title or ownership interest in or to the Work is transferred to you by virtue of this Agreement.
- License to the Work
2.1 Consulting License: Subject to your compliance with the terms of this Agreement, we hereby grant you a non-exclusive, perpetual, worldwide, non-sublicensable, non-transferable license to use, reproduce, modify or display the Work, subject to the restrictions in Section 3. You may distribute the produced work, adapted to your client, as incorporated onto any work of authorship, for instance, public presentation work or sold consulting document.
2.2 Employee and Contractor Use. You may transfer files containing the Work or permitted derivative works to employees or subcontractors, provided that such employees and subcontractors agree to abide by the restrictions of this Agreement and only use the Work on your behalf. The employees and subcontractors have no additional rights to use the Work.
2.3 Client Use. You may use the license granted under this Agreement for the benefit of one of your clients, provided that you must transfer all your license to your client and your client must comply with the terms of this Agreement and comply with all license and use restrictions. You are solely responsible and liable for any and all use of the Work by your client. You must purchase additional licenses for the same Work if you intend to use the same Work for the benefit of other client.
2.4 Digital Library. You may create a digital library, network configuration or similar arrangement to allow the Work to be viewed by employees and clients of your company.
2.5 Reservation. If a Work is in violation of our Terms of Use, we may instruct you to cease all use, distribution and possession of such Work, and you must promptly comply with such instructions. We reserve all rights not expressly granted in this Agreement.
- Restrictions
3.1 General Restrictions. You must not misuse the Work. Except as expressly permitted in Section 2 above, you must not:
- sublicense, sell, assign, convey or transfer or attempt to transfer any of your rights under this Agreement;
- sell, license or distribute the Work or any modified Work as stand-alone or as part of an online database or any other database, or any derivative product containing the Work in such way that would allow a third party to use, download, extract or access the Work as a stand-alone file;
- share the Work with any other person or entity or post the Work online in a downloadable format, post the Work on an electronic bulletin board;
- download or store the Work on more than one computer at the same time, except that you may make a single backup copy to be stored on media separate from the single permitted computer;
- use, reproduce, distribute, perform, modify, or display the Work (including, without limitation, by itself or in combination with any other work of authorship) in any manner that is libelous or slanderous or otherwise defamatory, obscene or indecent;
- remove any copyright or proprietary notice or other information that may appear on, embedded in, or in connection with the Work in its original downloaded form, it being understood that you must include any and all such notices in any permitted backup copy of the Work;
- incorporate the Work into a logo, trademark, or service mark;
- take any action in connection with the Work that violates any applicable law;
- Use the Work in an editorial manner, without affixing the accompanying copyright notice; provided however that the copyright notice is not necessary if such Copyright Notice is not required under applicable law for use in a particular situation AND if it would not be customary to include such copyright notice in such particular situation;
- take any action in connection with the Work that violates or infringes the intellectual property or other rights of any person or entity, including, without limitation, the moral rights of the creator of the Work and the rights of any person who, or any person whose property, appears in the Work;
- take any action in connection with the Work that would reasonably imply that the creator of the Work, or the persons or property appearing in the Work (if any), endorse any political, economic or other opinion-based movements or parties;
- use the Work in a way that places any person in the photo in a bad light or depicts them in a way that they may find offensive – this includes, but is not limited to:
- the use of Works in pornography;
- tobacco ads;
- ads for adult entertainment clubs or similar venues, including escort or similar services;
- political endorsements;
- uses that are defamatory, or otherwise contain unlawful, offensive or immoral content.
3.2 Website Use. Notwithstanding anything to the contrary contained in this Agreement, with respect to using and displaying the Work on websites, you must take all reasonable actions to prevent website visitors from downloading or reusing the Work.
3.3 Social Media Use. You cannot post the Work on a Social Media Site (defined below) unless the Work is designated as “Social-Media Enabled”, in which relevant copyright information is visibly embedded onto the Work and which comply with our size restrictions (the “Social-Media Enabled Works“): You may post or upload the Social-Media Enabled Works (and modifications thereof) directly onto Social Media Site, provided that the terms of use governing the Social Media Site do not include any provision which would claim to grant any exclusive rights or ownership in respect of such Work or modified Work to anyone. “Social Media Site” means a website or application which has a primary focus on facilitating social interaction among its users and allowing users to share content in connection with such social interaction.
- Payments and Pricing
You must pay us a license fee in accordance with our Standard pricing and payment policies
- Your Indemnification Obligations
You will indemnify us and our subsidiaries, affiliates, officers, agents, employees, partners, and licensors from any claim, demand, loss, or damages, including reasonable attorneys’ fees, arising out of or related to the content that you provide us, your use of the Work or Website, or your modification to the Work (except as indemnified under Section 7 below), or your violation of these terms.
We have the right to control the defense of any claim, action or matter subject to indemnification by you with counsel of our own choosing. You will fully cooperate with us in the defense of any such claim, action or matter.
- Limitations of Liability
6.1 Limitation. We are not liable to you or anyone else for any special, incidental, indirect, consequential, or punitive damages (even if we have been advised of the possibility of these damages), including those (a) resulting from loss of use, data, or profits, whether or not foreseeable, (b) based on any theory of liability, including breach of contract or warranty, negligence or other tortious action, or (c) arising from any other claim arising out of or in connection with your use of or access to the Services or Works. Nothing in these terms limits or excludes our liability for gross negligence or for our (or our employees’) intentional misconduct. Except with regard to our obligations under Section 7 below, our total maximum aggregate liability under this Agreement is limited to the amount we received from you for the Work giving rise to the liability.
6.2 Releases. We generally do not have releases for the trademarks, logos or other intellectual property of other parties that may be depicted in some Works. Furthermore, we generally do not have releases from property owners, manufacturers or designers of commercial products such as (without limitation) automobiles, aircraft, packaged products, designer clothing, etc. that are depicted in some Works. It is generally not possible for any Work Author to get blanket releases for such products, but they can often be obtained on a case-by-case basis. You are responsible for procuring all such releases.
The limitations and exclusions in this section apply to the maximum extent permitted by law.
- Our Indemnification Obligations
7.1 Our Duty to Indemnify. We will defend any third-party claim, action, legal proceeding made against a person or entity (collectively, “Claim“) during the term of this Agreement to the extent the Claim alleges that your use of the Indemnified Work pursuant to these terms directly infringes the third party’s copyright, trademark, publicity rights or privacy rights (“Infringement Claim“). “Indemnified Work” means any Work that you have purchased and downloaded from the Website that has not been altered, except Work that (a) is part of our collection of free Works or (b) can otherwise be downloaded without payment of credits or monetary compensation. We will pay you the damages, losses, costs, expenses, or liabilities (collectively, “Losses”) directly attributable to an Infringement Claim and are either finally awarded by a court of competent jurisdiction against you or agreed to in a written settlement agreement signed by us.
7.2 Conditions to Indemnification. Eloquens will have no liability for any Infringement Claim:
- that arises from (i) any modification of the Indemnified Work; (ii) any combination of the Indemnified Work with any other works; (iii) any use of the Indemnified Work after we have removed the Indemnified Work from our Services or have instructed you to stop using the Indemnified Work; or (iv) the context in which you have used the Indemnified Work; or
- if you fail to (i) notify us in writing of the Infringement Claim promptly upon the earlier of learning of or receiving a notice of it, to the extent we are prejudiced by this failure; (ii) provide us with reasonable assistance requested by us for the defense or settlement of the Infringement Claim; (iii) provide us with the exclusive right to control and the authority to settle the Infringement Claim; or (iv) refrain from making admissions about the Infringement Claim without our prior written consent.
7.3 Limitation of Liability. Notwithstanding anything to the contrary contained in these terms or in any other agreement between you and us, our total maximum aggregate liability with respect to any Indemnified Work will in no event exceed US$10,000 per Indemnified Work, irrespective of the number of times the Indemnified Work is downloaded or licensed.
7.4 Sole and Exclusive Remedy. The foregoing states our entire liability and obligation, and your sole and exclusive remedy, with respect to any Indemnified Work or Infringement Claim.
- Termination
We may terminate this Agreement or with respect to any Work upon notice to you in the event of your breach of the terms this Agreement. You may terminate this Agreement at any time upon notice to us. We may deny the downloading of any Work from the Website.
- Effect of Termination
Upon our termination for cause of this Agreement or with respect to any particular Work, you must cease using the Work and destroy all copies of the Work, and all derivative works and related materials (if any), in your possession or control. At our request, you will certify in writing to such destruction of the Work, derivative works and related materials. Termination of this Agreement does not relieve you of any obligations to pay any outstanding fees. The provisions of Sections 1, 5, 6, 7, 8, 9, and 10 will survive the termination of this Agreement.
- Miscellaneous
10.1 Governing Law. Your relationship is with Eloquens.Inc, a United States company, and the Work and these terms are governed by the law of New York . You may have additional rights under the law. We do not seek to limit those rights to the extent prohibited by law.
10.2 Dispute Resolution. For any concern or dispute you may have, you agree to first try to resolve the dispute informally by contacting us. If a dispute is not resolved within 30 days of submission, we must resolve any claims relating to these terms, the Website, or the Work through final and binding arbitration, except that you may assert claims in small claims court if your claims qualify. JAMS will administrate the arbitration pursuant to its Comprehensive Arbitration Rules and Procedures. The arbitration will be held in New York City, New York, or any other location we agree to. Judgment upon the award rendered may be entered and will be enforceable in any court of competent jurisdiction having jurisdiction over the parties.
10.3 No Class Actions. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.
10.4 No Agency. The relationship between you and us under this Agreement is that of independent contractors. For clarification purposes, the parties are not joint ventures, partners, principal and agent, or employer and employee. Neither party shall have the power to bind or obligate the other in any manner.
10.5 Taxes. You are responsible for all use, sales, value-added and similar taxes and duties imposed by any governing authority in any jurisdiction in connection with the license granted to you under this Agreement.
10.6 No Waiver. Our failure to enforce or exercise any of these terms is not a waiver of that section.
10.7 Assignment. We have the right, in our sole discretion, to assign any or all of its rights or obligations under this Agreement. You have no right to assign any of your rights or obligations under this Agreement and any such attempt will be void.
10.8 Severability. If a particular term is not enforceable, the unenforceability of that term will not affect any other terms.
10.9 Modification. We may modify this Agreement that apply to a Work to, for example, reflect changes to the law or changes to our services. You should look at the terms regularly. We’ll post notice of modifications to these terms on this page. By continuing to use or access the Website after the revisions come into effect, you agree to be bound by the revised terms.
10.10 English Version. The English version of this Agreement will be the version used when interpreting or construing these terms.
10.11 Non-Infringement. Without limiting our indemnity obligations herein, we rely on the representations and warranties made by our users who upload the Works under an applicable Upload Agreement and their compliance with our Terms of Use, including the non-infringement of Works. We do not have the right or ability to control the Works for purposes of the Digital Millennium Copyright Act (“DMCA”) or any claim of liability made by any third party against us. Please follow the instruction in our Terms of Use to submit any DMCA notices to us.
– Pricing Policy
Purchasing
All prices are fixed by the authors of the Works. The minimum purchase price is 3.00 US dollars and may vary according to your choice of license. An account on Eloquens is required before checking out and paying for a Best Practice. All payments are done via Stripe or PayPal. Stripe and PayPal accept Visa, Mastercard, American Express, JCB, Discover and Diners Club.
An email will be sent following your purchase and will serve as an invoice.
Contributors
Other:
– Affiliate Program Agreement
BY SUBMITTING THE ONLINE APPLICATION (AVAILABLE HERE) YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
- Overview
- Affiliate Obligations
- Eloquens Inc. Rights and Obligations
- Termination
- Modification
- Payment & Pricing Policy
- Access to Affiliate Account Interface (Coming Soon) + Monthly Reports
- Promotion Restrictions
- Grant of Licenses
- Disclaimer
- Representations and Warranties
- Limitations of Liability
- Indemnification
- Confidentiality
- Miscellaneous
1. Overview
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in Eloquens.com’s Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and the Eloquens.com web site. Please note that throughout this Agreement, “we,” “us,” and “our” refer to Eloquens.com, and “you,” “your,” and “yours” refer to the affiliate.
2. Affiliate Obligations
2.1. To begin the enrollment process, you will complete and submit the online application at the following page. The fact that we auto-approve applications does not imply that we may not re-evaluate your application at a later time. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program, including if it:
2.1.1. Promotes sexually explicit materials
2.1.2. Promotes violence
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
2.1.4. Promotes illegal activities
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
2.1.6. Includes “Eloquens” or variations or misspellings thereof in its domain name
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
2.1.9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are Eloquens.com or any other affiliated business.
2.2. As a member of Eloquens.com’s Affiliate Program, you will have access to Affiliate Account information at [email protected]. Here you will be able to ask for our Program’s details (also available here) , ask for HTML codes (that provides for links to web pages within the Eloquens.com web site). In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each text link, or other affiliate link we provide you with.
2.3. Eloquens.com reserves the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you.
2.4. The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.
2.5. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person’s copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person’s copyrighted material or other intellectual property in violation of the law or any third party rights.
3. Eloquens Inc. Rights and Obligations
3.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Eloquens.com Affiliate Program.
3.2. Eloquens.com reserves the right to terminate this Agreement and your participation in the Eloquens.com Affiliate Program immediately and without notice to you should you commit fraud in your use of the Eloquens.com Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, Eloquens.com shall not be liable to you for any commissions for such fraudulent sales.
3.3. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.
4. Termination
Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail or email. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
5. Modification
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and Eloquens.com’s Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in Eloquens.com’s Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
6. Pricing Policy
Pricing
To calculate the amount that you earn, as an Affiliate Program member per sale:
Net Sales = Gross Sales – Transaction Costs (PayPal & Stripe)
Net Net Sales = Net Sales – Eloquens 30% Fee on Net Sales
Affiliate Share = 20% of Net Net Sales. I.e: Your “Revenues”.
Method of Payment
- When one of our contributors works is downloaded coming from one of your Affiliate Links, your revenues are immediately stored on your Eloquens account, by the Eloquens Website.
- At every end of month, Affiliate program members are wired the outstanding balance from their Eloquens account on their personal bank account (only eligible for USA Bank accounts), Wise or on their PayPal Account, corresponding to the sum of the revenues generated during the current month. If the amount is smaller than 80USD, the balance is carried forward to the following month until the threshold is reached.
- Payments are made within the 15 days following a month eligible for payment.
- When you update your Payment Information by communicating it with us via Email (Bank Account or PayPal Account), you confirm that you own and control the account. Eloquens Inc. shall not be held responsible in case of errors or changes made at this level that are have not been notified by an update via Email at [email protected]
- Limitation: You may not receive Revenues from works you have referred to that you have published yourself as a published Author or any legal entity you directly or indirectly control.
- If a user asks for a refund and if that refund is processed, the affiliate fee that you have made previously made will be subtracted from your Eloquens Account.
Pricing
Pricing conditions
Contributors are the only ones able to set their own prices. The minimum price is 3.00 US dollars. Contributors can also choose to make their works downloadable for free or to price their work differently according to the available Download Agreement Licenses. If you wish to create a specific Discount Coupon with them, you are free to do so by contacting them via Private Message via the platform directly. We Eloquens Inc. are not to be responsible for any errors or consequences of the execution of an agreement between you and our Contributors on this level.
7. Access to Affiliate Account Interface (Coming Soon) + Monthly Reports
Later in 2020/2021, you will have access to an interface with reports that will enable you to monitor your activity. In the meantime, you will receive a monthly report of your activity with us via the email used to created your Affiliate Account.
8. Promotion Restrictions
8.1. You are free to promote your own web sites, but naturally any promotion that mentions Eloquens Inc. could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by Eloquens Inc. For example, advertising commonly referred to as “spamming” is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote Eloquens Inc. Contributor Works so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote Eloquens Inc. Contributor Works so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from Eloquens Inc. . If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Eloquens Inc. Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
8.2. Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as Eloquens.com, Eloquens, www.eloquens, www.eloquens.com, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from Eloquens Inc’s Affiliate Program. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behavior.
8.3. Affiliates are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads (i.e. sincerely interested in Eloquens’ service).
8.4. Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited Eloquens’ site (i.e., no page from our site or any Eloquens.com’s content or branding is visible on the end-user’s screen). As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of Eloquens site in IFrames, hidden links and automatic pop ups that open Eloquens.com’s site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.
9. Grant of Licenses
9.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Works”) that we provide to you or authorize for such purpose. You are only entitled to use the Works to the extent that you are a member in good standing of Eloquens Inc.’s Affiliate Program. You agree that all uses of the Works will be on behalf of Eloquens Inc. and the good will associated therewith will inure to the sole benefit of Eloquens Inc. and its community of contributors.
9.2. Each party agrees not to use the other’s proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
10. Disclaimer
10.1 The Services, Works, and Website are provided “AS-IS.” To the maximum extent permitted by law, we disclaim all warranties express or implied, including the implied warranties of non-infringement, merchantability, and fitness for a particular purpose. We make no commitments about the Works or content within the Services. We further disclaim any warranty that (a) the Services or Works will meet your requirements or will be constantly available, uninterrupted, timely, secure, or error-free; (b) the results that may be obtained from the use of the Services will be effective, accurate, or reliable; (c) the quality of the Services or Works will meet your expectations; or that (d) any errors or defects in the Services will be corrected.
10.2 We specifically disclaim any liability for any actions resulting from your use of any Services or Works. You may use and access the Services or Works at your own discretion and risk, and you are solely responsible for any damage to your computer system or loss of data that results from the use and access of any Service or Works.
11. Representations and Warranties
You represent and warrant that:
11.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
11.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
12. Limitations of Liability
12.1 Limitation. We are not liable to you or anyone else for any special, incidental, indirect, consequential, or punitive damages (even if we have been advised of the possibility of these damages), including those (a) resulting from loss of use, data, or profits, whether or not foreseeable, (b) based on any theory of liability, including breach of contract or warranty, negligence or other tortious action, or (c) arising from any other claim arising out of or in connection with your use of or access to the Services or Works. Nothing in these terms limits or excludes our liability for gross negligence or for our (or our employees’) intentional misconduct. The total liability in any matter arising out of or related to this Agreement is limited to US $100.
12.2 Disclaimer. The Website and Services are provided “AS-IS.” To the maximum extent permitted by law, we disclaim all warranties express or implied, including the implied warranties of merchantability and fitness for a particular purpose. The limitations and exclusions in this section apply to the maximum extent permitted by law.
13. Indemnification
13.1 You hereby agree to indemnify and hold harmless Eloquens Inc., and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.
13.2 We have the right to control the defense of any claim, action or matter subject to indemnification by you with counsel of our own choosing. You will fully cooperate with us in the defense of any such claim, action or matter. Any amount owed to you under Section 6 above may be offset and reduced by any amount owed by you pursuant to your indemnity obligations hereunder, without demand or notice to you.
14. Confidentiality
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked “Confidential,” will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
15. Miscellaneous
15.1 Governing Law. Your relationship is with Eloquens.Inc, a United States company, and the Services and these terms are governed by the law of New York. You may have additional rights under the law. We do not seek to limit those rights to the extent prohibited by law.
15.2 Dispute Resolution. For any concern or dispute you may have, you agree to first try to resolve the dispute informally by contacting us. If a dispute is not resolved within 30 days of submission, you or Eloquens must resolve any claims relating to these terms, the Services, the Work, or the Website through final and binding arbitration, except that you may assert claims in small claims court if your claims qualify. JAMS will administrate the arbitration pursuant to its Comprehensive Arbitration Rules and Procedures. The arbitration will be held in New York City, New York, or any other location we agree to. Judgment upon the award rendered may be entered and will be enforceable in any court of competent jurisdiction having jurisdiction over the parties.
15.3 No Class Actions. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.
15.4 No Agency. The relationship between you and us under this Agreement is that of independent contractors. For clarification purposes, the parties are not joint ventures, partners, principal and agent, or employer and employee. Neither party shall have the power to bind or obligate the other in any manner.
15.5 Taxes. You are responsible for all use, sales, value-added and similar taxes and duties imposed by any governing authority in any jurisdiction in connection with the license granted to you under this Agreement.
15.6 No Waiver. Our failure to enforce or exercise any of these terms is not a waiver of that section.
15.7 Assignment. We have the right, in our sole discretion, to assign any or all of its rights or obligations under this Agreement. You have no right to assign any of your rights or obligations under this Agreement and any such attempt will be void.
15.8 Severability. If a particular term is not enforceable, the unenforceability of that term will not affect any other terms.
15.9 Modification. We may modify these terms that apply to these Works to, for example, reflect changes to the law or changes to our services. You should look at the terms regularly. We’ll post notice of modifications to these terms on this page. By continuing to use or access the Website after the revisions come into effect, you agree to be bound by the revised terms.
15.10 English Version. The English version of this Agreement will be the version used when interpreting or construing these terms.
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