ELL PARTNERSHIP, LLC operates websites, provide products and services and develop software. Such actions are hereinafter referred as Services
We have the right to:
· regulate content (which includes but is not limited to posts, text, code, images, video, binary files, ads, accounts, account information, flags, emails, messages and any other user communications (“content”)) posted to, stored on or transmitted via our sites and services by any user (or any other third party in any manner);
· to regulate conduct by any user;
· enforce these TOU, for any reason and in any manner or by any means that we, in our sole discretion, deem necessary or appropriate (including but not limited to automated and manual screening, blocking, filtering, exclusion from index pages, exclusion from search results, requiring the use of an application programming interface (API), requiring the use of a bulk posting interface, authorization, verification, and the deletion and/or termination of content, accounts and/or all or any use or access);
· start, stop or modify any regulation or enforcement measures at any time, in our sole discretion and without notice, however this does not waive our right to implement or to not implement regulation or enforcement measures with respect to any subsequent or similar content, conduct or potential TOU violation;
· limit, modify, interrupt, suspend or discontinue all or any portions of our sites and services at any time without notice. We and our representatives will not be liable for any such limitations, modifications, interruptions, suspensions or discontinuance, or any purported losses, harm or damages arising from or related thereto.
Accordingly, you further agree that any action or inaction by us or any of our directors, officers, representatives to prevent, restrict, redress or regulate content, or to implement other enforcement measures against any content, conduct or potential TOU violation is undertaken voluntarily and in good faith, and you expressly agree that neither we nor any of our representatives will be liable to you or anyone else for any action or inaction to prevent, restrict, redress, or regulate content, or to implement other enforcement measures against any content, conduct or potential violation of these TOU. As well as, you understand and agree that any representation (written or verbal) by our representative that we would or would not prevent, restrict, redress or regulate content, or to implement other enforcement measures against any content, conduct or potential or purported TOU violation is superseded by this provision and is nonbinding and unenforceable. Specifically, you agree that we, our representatives and anyone else authorized to act on behalf of us will in no circumstance be liable as a result of any representation that we, our representatives or anyone else on behalf of us would or would not restrict or redress any content, conduct potential or purported TOU violation
2. Content and Conduct
We do not control, are not responsible for and make no representations or warranties with respect to any user content. You are solely responsible for your access to, use of and/or reliance on any user content. You must conduct any necessary, appropriate, prudent or judicious investigation, inquiry, research and due diligence with respect to any user content.
You are also responsible for any content that you post or transmit and, if you create an account, you are responsible for all content posted or transmitted through or by use of your account.
Content prohibited from our sites and services includes but is not limited to: (1) illegal content; (2) content in facilitation of the creation, advertising, distribution, provision or receipt of illegal goods or services; (3) offensive content (including, without limitation, court ordered defamatory statements, threatening, hateful or pornographic content); (4) content that discloses another's personal, confidential or proprietary information; (5) false or fraudulent content (including but not limited to false, fraudulent or misleading responses to user ads transmitted via our sites and services); (6) malicious content (including, without limitation, malware or spyware); (7) content that offers, promotes, advertises, or provides links to posting or auto-posting products or services, account creation or auto-creation products or services, flagging or auto-flagging products or services, bulk telephone numbers, or any other product or service that if utilized with respect to our sites and services would violate these TOU or our other legal rights; and (8) content that offers, promotes, advertises or provides links to unsolicited products or services.
You automatically grant and assign to us, and you represent and warrant that you have the right to grant and assign to us, a perpetual, irrevocable, unlimited, fully paid, fully sub-licensable (through multiple tiers), worldwide license to copy, perform, display, distribute, prepare derivative works from (including, without limitation, incorporating into other works) and otherwise use any content that you post. You also expressly grant and assign to us all rights and causes of action to prohibit and enforce against any unauthorized copying, performance, display, distribution, use or exploitation of, or creation of derivative works from, any content that you post (including but not limited to any unauthorized downloading, extraction, harvesting, collection or aggregation of content that you post).
We do not control, are not responsible for and make no representations or warranties with respect to any user or user conduct. You are solely responsible for your interaction with or reliance on any user or user conduct. You must perform any necessary, appropriate, prudent or judicious investigation, inquiry, research and due diligence with respect to any user or user conduct.
You are also responsible for your own conduct and activities on, through or related to our sites and services, and, if you create an account on our sites and services, you are responsible for all conduct or activities on, through or by use of your account.
3. Postings and Accounts
It is expressly prohibited for any third party to post content to our sites and services on behalf of another. Users must post content only on their own behalf, and may not permit, enable, induce or encourage any third party to post content for them.
It is expressly prohibited to post content to our sites and services using any automated means. Users must post all content personally and manually through all steps of the posting process. It is also expressly prohibited for any user to develop, offer, market, sell, distribute or provide an automated means to perform any step of the posting process (in whole or in part). Any user who develops, offers, markets, sells, distributes or provides an automated means to perform any step of the posting process (in whole or in part) will be responsible and liable to us for each instance of access to our sites and services (by any user or other third party) using that automated means.
A user may create, maintain and use no more than one account to post content only on his/her or its own behalf. A user must create his/her or its account personally and manually and may not create accounts by any automated means. A user may not create or use additional accounts or any account of another and must not permit, enable, induce or encourage others to create accounts for him/her or it.
The purchase and sale of accounts and the creation of accounts for others is expressly prohibited. The circumvention of any technological restriction or security measure in the account creation process, posting process or otherwise for posting content in violation of these TOU also is expressly prohibited.
4. Unauthorized Access and Activities
To maintain the integrity and functionality of our sites and services for its users, access to our sites and services and/or activities related to our sites and services that are harmful to, inconsistent with or disruptive of our sites and services and/or users’ beneficial use and enjoyment of our sites and services are expressly unauthorized and prohibited
If you access our sites and services or copy, display, distribute, perform or create derivative works from our sites and services webpages or our intellectual property in violation of these TOU or for purposes inconsistent with these TOU, your access, copying, display, distribution, performance or derivative work is unauthorized. Circumvention of any technological restriction or security measure on our sites and services or any provision of these TOU that restricts content, conduct, accounts or access is expressly prohibited. For purposes of this paragraph, you agree that cached copies of our webpages on your computer or computer server constitute “copies” under the legislation of the Republic of Armenia.
In certain instances, we may charge a fee to post content or for other features, products, services or licenses. You are responsible for any fees applicable to content that you post or other features, products, services or licenses you purchase or that are purchased through your account. You authorize us or our designated payment processor to charge your specified credit card, debit card or other payment method for such fees.
Unless otherwise specified, all fees are in Armenian drams and all charges will be made in Armenian drams. Any applicable sales or other taxes are additional to the stated fee. Currency exchange settlements and foreign transaction fees are based on your agreement with your credit card or other payment method provider.
Except as required by law, all fees are nonrefundable and payments and purchases may not be canceled by the user. However, we reserve the right to refuse or terminate any purchase or attempted purchase at any time in our sole discretion.
More detailed information about fees and terms of payment you can find here.
You agree to indemnify and hold us and our representatives harmless from and against any third-party claim, cause of action, demand or damages related to or arising out of: (a) content that you post or transmit (including but not limited to content that a third-party deems defamatory or otherwise harmful or offensive); (b) activity that occurs through or by use of your account (including, without limitation, all content posted or transmitted and your interactions with others); (c) your use of or reliance on any user content; and (d) your violation of these TOU.
Your access to, use of and reliance on our sites and services and content accessed through our sites and services is entirely at your own risk. Our sites and services (including, without limitation, the websites, programs, services, forums and content accessed through the websites, programs, services and forums) is provided on an “as is” or “as available” basis without any warranties of any kind.
8. Limitations of Liability
We and our representatives will under no circumstances be liable for any access to, use of or reliance on our sites and services or content accessed through our sites and services by you or anyone else, or for any transactions, communications, interactions, disputes or relations between you and any other person or organization arising out of or related to our sites and services or content accessed through our sites and services, including but not limited to liability for injunctive relief as well as for any harm, injury, loss or damages of any kind incurred by you or anyone else (including, without limitation, direct, indirect, incidental, special, consequential, statutory, exemplary or punitive damages, even if we or our representative has been advised of the possibility of such damages). Nothing in these TOU will affect the rights of any consumer.
These limitations will also apply with respect to damages resulting from any transactions or potential transactions, goods or services promised or exchanged, information or advice offered or exchanged, or other content, interactions, representations, communications or relations through, related to or as a result of our sites and services or content accessed through our sites and services (including, without limitation, any links on our sites and services and links in content accessed through our sites and services).
In no event will our or our representatives liability in connection with access to, use of or reliance on our sites and services or content accessed through our sites and services by you exceed the amounts paid by you to us, if any.
You hereby release us and each of our representatives, and their respective subsidiaries, affiliates, successors, predecessors, assigns, heirs, service providers and suppliers, from all claims, demands and damages of every kind and nature, known and unknown, direct and indirect, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to our sites and services or content accessed through our sites and services, or any interactions with others arising out of or related to our sites and services or content accessed through our sites and services, and you expressly waive the provisions of Civil Code of the Republic of Armenia (and any similar laws in other jurisdictions), as well as the proper International law rules.
THESE LIMITATIONS WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
At our election, we may seek actual or liquidated damages. In addition to any injunctive relief, you agree to pay us the total amount of all actual damages (including but not limited to direct, indirect, consequential and incidental damages) caused by any violation of these TOU for which you bear responsibility; except you acknowledge that, for certain TOU violations, actual damages would be extremely difficult or impossible to quantify. Consequently, for such TOU violations, you agree to pay liquidated damages to us as described in our liquidated damages policy, which can be found at a proper section of this website.
Furthermore, you agree that the amounts of liquidated damages described therein are reasonable estimates of our damages for such violations, and that liquidated damages for violations of these TOU are and will be cumulative.
10. Release of Information
We reserve the right to disclose any personal information about you or your use of our sites and services, including its contents, without your prior permission if we have a good faith belief that such action is necessary to: (1) conform to legal requirements or comply with legal process; (2) protect and defend our rights and property or our affiliated companies; (3) enforce these TOU; or (4) act to protect the interests of our users or others. Our performance of these TOU is subject to existing laws and legal process, and nothing contained in this TOU is in derogation of our right to comply with governmental, court and law enforcement requests or requirements relating to your use of our sites and services or information provided to or gathered by us with respect to such use.
11. Copyright Policy
We have adopted and implemented a copyright policy in accordance with the legislation of the Republic of Armenia, including International contracts that were signed by the Republic of Armenia. For more information, please ready our copyright policy at a proper section of this website.
In appropriate circumstances and at our sole discretion, we may disable and/or terminate the accounts of users who repeatedly infringe or are repeatedly charged with infringing the copyrights or other intellectual property rights of others.
13. Dispute Resolution
By using our services you agree that any dispute shall be solved by negotiations between us and users. In case if the final act is not signed, which is acceptable both for us and for users, than it must be given to courts of proper instance of the Republic of Armenia.
14. Other provisions
a. Entire Agreement
These TOU (along with any documents linked to in these TOU) constitute the entire agreement between you and us and supersede any prior written or oral agreement. Other than our representatives (who are expressly included as named third-party beneficiaries of these TOU), there are no third-party beneficiaries to these TOU. If any provision of these TOU is found by a court of competent jurisdiction to be unenforceable, all other provisions of these TOU will remain in full force and effect.
b. Governing Law; Forum
Any and all claims, causes of action or disputes (regardless of theory) between you and us arising out of or related to these TOU, our sites and services or content accessed through our sites and services will be governed by the legislation of the Republic of Armenia.
You agree that any claims, causes of action or disputes not subject to Section 16 (Dispute Resolution) will be brought exclusively in courts of proper instance of the Republic of Armenia, and you agree to submit to the personal and exclusive jurisdiction of such courts, for any actions.
c. Electronic Communications
When you use our sites and services, or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on our sites and services. You agree that all agreements, notices, disclosures and other communications that we provide you electronically satisfy any legal requirement that such communications be in writing.
d. Electronic Contracting
Your use of our sites and services includes the ability to enter into agreements and/or to make transactions electronically. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by and to pay for such agreements and transactions. Your agreement and intent to be bound by electronic submissions applies to all records relating to all transactions you enter into on this service, including notices of cancellation, policies, contracts, and applications. In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility.
e. Termination; No Assignment
You may terminate your account and/or stop using our sites and services at any time. We may, in our sole discretion, terminate or suspend your access to all or part of our sites and services for any reason, including, without limitation, violation of these TOU and/or if we have a reasonable ground to suspect that you have violated these TOU.
These TOU and the rights granted and obligations undertaken, may not be transferred, assigned or delegated by you. Any purported attempt will be ineffective. We retain the right to transfer, assign or delegate these TOU.
Any failure by us to enforce or exercise any provision of these TOU, or any related right, will not constitute a waiver of that provision or right.