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Ellie Mae Terms of Use
Effective Date: These Terms of Use are Effective as of April 19,
2010.
I. General
These Terms of Use, and our Privacy Policy,
as each is amended from time to time, apply to you when you view, access
or otherwise use the web site located at
www.elliemae.com (the
“Website”). The Website is owned by Ellie Mae, Inc. (“Ellie Mae”), with
offices at 4155 Hopyard Road, Suite 200, Pleasanton, CA 94588. For the
purposes of these Terms of Use, the terms “we,” “us” and “our” refer to
Ellie Mae and “you” or “your” refer to a user of this Website.
(a) Only authorized users who have entered into a separate license
agreement with Ellie Mae may use our products and services.
These Terms of Use (“Terms”) govern your use of the Website only, but
do not authorize you to access or use Ellie Mae’s proprietary real
estate industry solutions and/or software (the “Ellie Mae Services”).
Only authorized users who have entered into separate agreements with
Ellie Mae expressly authorizing access to the Ellie Mae Services
(collectively, the “Customer Agreements”) and are in material compliance
with the terms of such Customer Agreements, are authorized to access or
use Ellie Mae Services. Some Ellie Mae Services allow for web-based
access, and for such services you will be required to create a user
account with the Website and be in material compliance with any terms
and conditions associated with that user account. If you are interested
in entering into a Customer Agreement or creating an account with Ellie
Mae, please contact us.
(b) All site visitors are subject to these Terms of Use, and must be
over the age of 18.
By accessing or using the Website, you are acknowledging that you are
over 18 years of age, and that you have read, understand and agree
without limitation or qualification to be bound by these Terms. If you
do not agree with these Terms or are not over the age of 18, you do not
have the right to access or otherwise use the Website and, accordingly,
you should not do so.
(c) Ellie Mae may modify these Terms of Use.
Ellie Mae reserves the right to modify these Terms from time to time
without notice. However, if any material element of these Terms, as
determined by Ellie Mae in its sole discretion, is modified, Ellie Mae
will post a notice to Website visitors notifying them that the Terms
have changed and maintain that notice for a period of one week. If you
do not visit the Website for more than one week, it is your
responsibility to review these Terms upon your next visit. Ellie Mae
will summarize material changes since the last version of these Terms at
the top of our Terms of Use webpage, but you should also read the
updated Terms in full to ensure that you understand and agree to the
changes we have made. If you do not agree to the modified Terms, you
should not use the Website.
II. Privacy Policy
In addition to these Terms, you use of and access to the Website is
also subject to our Privacy Policy, which is
incorporated by reference herein. Our Privacy Policy contains
additional terms relating to our potential collection, use and
disclosure of your personal information as a site visitor. You agree
that you have read, agreed to and understand Ellie Mae’s complete
Privacy Policy.
III. Use of the Website and Website Content
(a) Your Right to Use the Website. Subject to the terms and
conditions in these Terms, and excluding access to the Ellie Mae
Services, which is governed by the Customer Agreements, we grant you a
nonexclusive, nontransferable, nonsublicensable, revocable, limited
right to access and display the Website, copyrighted text, software,
music, videos, graphics, photos, interactive features, logos, trademarks
and other proprietary materials and information provided hereon
(collectively, “Website Content”), subject to the limitations set out in
Section III(b) below.
(b) Limitations on Use of Website. The rights granted to you under
these Terms with respect to the use of the Website are subject to the
following limitations:
- your use of the Website is conditioned upon your prior
acceptance of these Terms of Use;
- you agree not to distribute in any medium any part of the
Website or Website Content without our prior written consent;
- you agree not to alter or modify any portion of the Website or
Website Content;
- you agree not copy, reproduce, distribute, display portions of
or link to this Website or any Website Content contained hereon for
commercial purposes without our prior express written consent
(including, but not limited to, the sale of advertising on the
Website, or the use of the Website to generate advertising or
subscription revenue);
- you agree to use the Website and the Website Content only for
lawful, personal and informational purposes, and you agree that you
will not use the Website in any manner which violates any applicable
local, state, national or international law; and
- Ellie Mae reserves the right to suspend or discontinue access to
all or any portion of the Website at any time.
(c) Ownership and Copyright Protection. The Website and all Website
Content contained thereon is protected by copyright as a collective work
under United States copyright laws, and is owned or controlled by, or
licensed to, Ellie Mae or the party listed as the provider of the
applicable Website Content. Except as expressly stated in these Terms,
the Website and all Website Content (including without limitation all
look and feel) is owned by or licensed to Ellie Mae to the fullest
extent permitted by applicable laws. The Website and all Website Content
is provided “as is” solely for your personal use and informational
purposes. UNAUTHORIZED COPYING, REPRODUCTION, DISTRIBUTION,
MODIFICATION, COPYING, PUBLISHING, DISPLAY, ADAPTING, UPLOADING,
CREATING DERIVATIVE WORKS, POSTING, OR TRANSMITTING OF ANY OF THE
WEBSITE CONTENT IS PROHIBITED. Ellie Mae reserves all rights not
expressly granted in and to the Website and the Website Content on
behalf of itself or its licensors.
In accessing and displaying any Website Content in accordance with
the limited rights granted under this Agreement, you agree maintain and
abide by all copyright, trademark and other notices contained in such
Website Content, or if none, you abide by the following copyright and
trademark notice with respect to such Website Content:
© 2010 Ellie Mae, Inc. The Ellie Mae logo and all associated
trademarks and logos used herein are trademarks of Ellie Mae, Inc. Other
company and product names, logos and trademarks used herein are the
property of their respective owners. All rights reserved.
(d) Trademarks. "Ellie Mae," “Encompass360,” “CenterWise,” “Ellie Mae
Network,” “Encompass Compliance Service,” “Mavent” and other marks,
product names and company names appearing on the Website, are trademarks
and service marks of Ellie Mae and/or their respective owners, and are
protected by law. They may be used publicly only with prior written
permission from Ellie Mae. Fair use of the trademarks and service marks
requires proper acknowledgment in accordance with the above copyright
and trademark notice. Notwithstanding anything to the contrary in this
Section, Ellie Mae disclaims any right, title or interest in or to any
third-party trademarks, service marks and/or logos appearing on the
Website, and such trademarks, service marks and/or logos constitute the
property of their respective third-party owners.
(e) Linked Sites. Links may appear on the Website to third party
website(s) (including the websites of third parties from whom we have
collected or with whom we have shared information) which are not owned
or operated by Ellie Mae (“Linked Sites”). These links are provided
solely as a courtesy to our Website visitors. Ellie Mae reserves the
right to add, change, decline or remove any link at any time. Each
Linked Site may have an individual privacy policy and/or terms of use
which govern your use of and access to such Linked Site, and we
recommend that you review the policies applicable to these sites prior
to your use of such Linked Site. Ellie Mae is not responsible for and
does not endorse or warrant any materials, information, goods or
services available through Linked Sites or any privacy or other
practices of such Linked Sites.
IV. Website Accounts
Some areas of the Website can be accessed and viewed by you without
requiring registration or login to the Website. However, in order to
access and use the Ellie Mae Services and certain other features or
areas of the Website, you will be required to enter into a Customer
Agreement and, for web-based access to the Ellie Mae Services, create a
customer account with the Ellie Mae or the Website.
V. Disclaimer of Warranty, Limitation of Liability and
Indemnification
(a) No Warranty. THE WEBSITE MAY CONTAIN ERRORS AND DEFECTS OR MAY
SUFFER INTERMITTENT DOWNTIME AND IS PROVIDED "AS IS", “AS-AVAILABLE”,
WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST
EXTENT PERMITTED BY LAW, ELLIE MAE, AND ITS AFFILIATES, LICENSORS,
OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS (COLLECTIVELY REFERRED TO AS "
ELLIE MAE" FOR THE PURPOSES OF SECTION V) HEREBY DISCLAIM ALL WARRANTIES
AND CONDITIONS WITH RESPECT TO THE WEBSITE, EITHER EXPRESS, IMPLIED OR
STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR
CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A
PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, THAT THE
WEBSITE WILL BE UNINTERRUPTED, VIRUS-FREE OR ERROR FREE, THAT THE
WEBSITE AND OUR SERVERS ARE SECURE, OR AS TO THE ACCURACY, RELIABILITY,
QUALITY OR CONTENT OF ANY INFORMATION, SERVICE OR PRODUCT PROVIDED ON OR
THROUGH THE WEBSITE, AS WELL AS ANY WARRANTIES THAT MAY ARISE FROM
COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; PROVIDED
THAT THIS SECTION V SHALL NOT OPERATE TO EXCLUDE OR DISCLAIM THOSE
WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION
UNDER THE LAWS APPLICABLE TO THESE TERMS OF USE. USE OF THE WEBSITE IS
AT YOUR OWN RISK. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS
RESULTING FROM YOUR DOWNLOADING AND/OR USE OF ANY INFORMATION, CONTENT
OR SERVICES ACCESSED THROUGH OR OBTAINED BY MEANS OF THE WEBSITE.
(b) Limitation of Liability. ELLIE MAE SHALL NOT BE LIABLE TO YOU FOR
PERSONAL INJURY, OR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL,
SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING WITHOUT
LIMITATION DAMAGES FOR LOSS OR INTERRUPTION OF BUSINESS, LOSS OF DATA,
LOSS OF GOODWILL OR LOST PROFITS), UNDER ANY THEORY OF LIABILITY,
INCLUDING WITHOUT LIMITATION CONTRACT, NEGLIGENCE, STRICT LIABILITY OR
OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS OF
USE, EVEN IF ELLIE MAE HAS BEEN ADVISED OF THE RISK OF SUCH DAMAGES. IN
ADDITION, UNDER NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF ELLIE
MAE RELATING TO YOUR USE OF THE WEBSITE EXCEED TEN DOLLARS ($10.00).
Because some states or jurisdictions do not allow certain exclusions
or limitations of liability, in such states or jurisdictions the above
limitations and exclusions may not apply to you. In such states or
jurisdictions, Ellie Mae’s liability is limited to the extent permitted
by law, thereby minimizing Ellie Mae’s liability to you to the lowest
amount permitted by applicable law.
(c) Indemnification. You agree to defend, indemnify and hold Ellie
Mae harmless from and against any liability, loss, damages or costs,
including reasonable attorneys' fees, resulting from any third party
claim, action, or demand based on or arising out of: (i) your use of or
access to the Website or products or services hosted thereon; (ii) your
violation of any third party proprietary or other rights; (iii) your
breach of these Terms of Use; or (iv) your use of software robots,
spiders, crawlers, or similar data gathering and extraction tools, or
any other action you take that imposes an unreasonable burden or load on
Ellie Mae’s infrastructure. You shall not settle any such claim, action
or demand unless such settlement completely and forever releases Ellie
Mae from all liability with respect to such claim or unless Ellie Mae
consents to such settlement in writing (which consent shall not be
unreasonably withheld).
VI. Governing Law; Dispute Resolution
(a) Dispute Resolution. You and Ellie Mae agree that we will first
attempt to resolve any legal or equitable claim relating to these Terms
of Use (referred to as “Claim”) informally. Accordingly, neither of us
may start a formal proceeding (except for Claims involving any violation
of the federal trademark or copyright laws, or for injunctive relief)
for at least thirty (30) days after one of us notifies the other of a
Claim in writing. Ellie Mae will use commercially reasonable efforts to
send its written notice by first class mail, return receipt requested,
or national overnight courier to your billing address, if available,
with a copy via email to your email address. In the event that Ellie Mae
does not have a contact method for you or cannot obtain one with
reasonable commercial efforts, you acknowledge and agree that Ellie Mae
may pursue Claims against you as a “John Doe” defendant and employ legal
processes to obtain your identity. You will send your written notice by
first class mail, return receipt requested, or national overnight
courier to Ellie Mae, Inc., 4155 Hopyard Road, Suite 200, Pleasaton, CA
94588. If we cannot resolve a Claim informally, you and Ellie Mae each
agree to submit to personal jurisdiction in San Francisco, California
and agree that any and all Claims either of us asserts shall be
exclusively brought in the appropriate state or federal court in San
Francisco, California, provided that neither you nor Ellie Mae shall be
precluded from filing a Claim in small claims court for disputes within
the small claims court jurisdictional level.
(b) Governing Law and Attorneys Fees. This Agreement is governed in
all respects by the substantive laws of the State of California, without
regard to its conflict of law rules, and of the United States of
America. The UN Convention on Contracts for the International Sale of
Goods is expressly disclaimed. The Website is intended for and directed
to residents of the United States and all information, advertising and
claims contained on the Website are valid in and applicable only to the
United States. If any action at law or in equity is necessary to enforce
these Terms, the prevailing party shall be entitled to reimbursement
from the other party for its expenses and reasonable attorneys’ fees
associated with the action, in addition to any other relief to which
such prevailing party may be entitled.
VII. Miscellaneous
(a) Suggestions and Feedback. Ellie Mae welcomes feedback or
inquiries about our products. If you elect to provide any feedback or
comments of any nature to Ellie Mae, all of such feedback and comments
shall be the sole and exclusive property of Ellie Mae, and Ellie Mae
shall have the right to use such feedback in any manner and for any
purpose in Ellie Mae’s discretion without remuneration, compensation or
attribution to you, provided that Ellie Mae is under no obligation to
use such feedback.
(b) Interpretation, Assignment and Entire Agreement. These Terms of
Use, together with our Privacy Policy, form the complete and exclusive agreement between
you and Ellie Mae relating to the Website (excluding any use of the
Ellie Mae Services, which are governed by the Customer Agreements), and
they supersede all prior or contemporaneous proposals, oral or written,
understandings, representations, conditions, warranties and all other
communications between you and Ellie Mae. These Terms of Use, and any
rights and licenses granted hereunder, may not be transferred or
assigned by you, but may be assigned by Ellie Mae without restriction.
Subject to the Ellie Mae’s modification rights set forth in Section I(d)
above, no amendment of any provision of these Terms of Use shall be
effective unless set forth in a writing signed by you and a
representative of Ellie Mae, and then only to the extent specifically
set forth therein. These Terms of Use may not be explained or
supplemented by any prior course of dealings or trade by custom or
usage. No waiver by either party of any breach or default hereunder
shall be deemed to be a waiver of any preceding or subsequent breach or
default. If any provision of these Terms of Use shall be unlawful, void,
or for any reason unenforceable, then that provision shall be deemed
severable from these Terms of Use and shall not affect the validity and
enforceability of any remaining provisions.
(c) Contact Us. If you have any questions, comments or concerns
regarding these Terms of Use and/or the Website, please send an email
to: privacy@elliemae.com. Please note that communications made through
e-mail or the Website's messaging systems shall not be deemed to
constitute legal notice to Ellie Mae or any of its officers, employees,
agents or representatives. You may provide legal notice to Ellie Mae in
writing by first class mail, return receipt requested, or national
overnight courier, at:
Attn: General Counsel
Ellie Mae, Inc.
4155 Hopyard Road
Suite 200
Pleasanton, CA 94588
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