esellas™ Terms of Service

Last Updated August 15, 2022

WELCOME TO ESELLAS

Thanks for using the esellas services (including the esellas.com website and any other tools, products, or services provided by esellas (such as our ella™ technology platform and mobile app) that link to or reference these Terms) (collectively, the “Services”). The Services are provided by esellas, LLC, a New Jersey limited liability company.

Using our Services means you agree to these Terms of Service (“Terms”).

Please read them carefully.  Our Services are very diverse, so sometimes additional terms or product requirements (including age requirements) may apply. If additional terms or conditions are available with or applicable to the relevant Services, those additional terms become part of your agreement with us if you use those Services.  By accessing or using the Services, you intend and agree to be legally bound by these Terms. You may wish to print or save a local copy of the Terms for your records.

YOU ACKNOWLEDGE AND AGREE THESE TERMS OF SERVICE LIMIT OUR LIABILITY AND THAT YOU ARE RELEASING US FROM VARIOUS CLAIMS IN SECTION 6 BELOW. 

  1. USING OUR SERVICES

You must follow any policies made available to you within the Services.

Don’t misuse our Services.  For example, don’t interfere with our Services; try to access them using a method other than the interface and the instructions we provide, or extensively or automatically copy any content from the Services (in other words, no scraping). You may use our Services only as permitted by law, including applicable export and re-export control laws and regulations. We may suspend or stop providing our Services to you if you do not comply with our Terms or policies, if we investigate suspected misconduct or for any other reason.

Using our Services does not give you ownership of any intellectual property rights in our Services or the content you access through them (“Content”). You may not use Content, except as permitted in these Terms, as permitted by its owner (which may be Esellas or a third party), or as otherwise permitted by law. These Terms do not grant you the right to use any branding or logos used in our Services, including the esellas and ella names and logos. esellas, ella and their respective logos are service marks owned by esellas.  Don’t remove, obscure, or alter any legal notices displayed in or with our Services.

Our Services display some Content that is not our own.  For example, Content belonging to our clients or other third parties (collectively, “Third Party Content”).  We are not responsible for, and you waive all of our liability concerning Third Party Content.  Third Party Content is the sole responsibility of the individual or entity that owns it.  

In connection with your use of the Services, we may send you service announcements, administrative messages, and other information. You may opt-out of our marketing emails by clicking on the “unsubscribe” link in marketing e-mails,  texting “Stop” or “Do Not Send” in response to text messages, or disabling notifications in the Services’ settings.

Please be aware that there may be a brief period before we can process your opt-out. Please also note that if you refuse text messages or disable notifications, you may not be able to receive all of the functionality of our mobile app.  

Some of our Services are available on mobile devices or may utilize SMS/iMessage, which may cause you to incur SMS or data charges with your wireless provider.  Please be aware that we have no control over these charges, and if you do not wish to be charged, you should stop using the mobile or SMS/iMessage features (as applicable). 

2. YOUR ESELLAS ACCOUNT

You may need an account to use the Services. If you create your account, you agree that all registration information you give us will be accurate and current.  If your account has been assigned to you by an administrator, such as your employer or educational institution, different or additional terms may apply, and your administrator may be able to access or disable your account. 

You will timely notify us of any changes to the preceding information. 

You are responsible for controlling access to any PCs, mobile devices, or other end points that you allow storing your Services password or on which you enable a "Remember Me" or similar functionality ("Activated Device"). Accordingly, you agree that you will be solely responsible for all activities that occur under your Services accounts, including the activities of any individual with whom you share your Services account or an Activated Device.

To protect your account, keep your password confidential. You are responsible for the activity that happens on or through your account.  If you learn of unauthorised password use, please contact us at support@esellas.com.  

3. PRIVACY AND FEEDBACK

Our privacy policy explains how we treat your personal information and protect your privacy when you use our Services. Using our Services, you agree that we can collect, use, and share your data as described in our privacy policy.  

If you submit feedback or suggestions about our Services, you agree that we will exclusively own and may use your feedback or suggestions without obligation to you.  

4. CONTENT YOU SUBMIT OR SHARE

You may submit, upload, and share videos, pictures, text and other content to or through the Services (“Your Content”), and in doing so, you must follow these Terms and the rules and policies referenced in these Terms. You retain ownership of any intellectual property rights that you hold in Your Content. In short, what belongs to you stays yours.

When you upload, submit, or otherwise share Your Content to or through our Services, you give us (and those we work with) a royalty-free, worldwide license to use, host, store, reproduce, modify, and create derivative works (such as those resulting from translations, adaptations or other changes we make so that Your Content works better with our Services), communicate, publish, publicly perform, publicly display and distribute Your Content.

The rights you grant in this license are for the limited purpose of operating, promoting, and improving our Services and developing new ones. This license continues even if you stop using our Services.

Make sure you have the right to grant us this license for any content you submit to our Services.

You may request that we delete any of Your Content you submit to the Services by emailing us at support@esellas.com].  To the extent within our control, except as otherwise contemplated in a Client Agreement (as defined below), we’ll remove Your Content from public display and mark it for future deletion if permitted by applicable law; however, it may persist in backup or residual copies for a reasonable period of time (but will not be available to other users through the Services). 

For clarification, once you submit or share Your Content with others via the Services (e.g., other users or third parties), we no longer have control over those portions of Your Content and will not be able to delete it or prevent them from using it.    

You agree that you will not use the Services to:

  • Violate any law or a third-party’s rights;

  • Submit excessive or unsolicited commercial messages or spam any users;

  • Submit malicious content or viruses;

  • Solicit other people’s login information, credit card numbers, or other sensitive information;

  • Harass or bully other users; or

  • Post hate speech, threatening or pornographic content that incites violence or contains nudity or graphic or gratuitous violence.

5. INTELLECTUAL PROPERTY PROTECTION

As we ask others to respect our intellectual property rights, we respect the intellectual property rights of others and require our users and customers to do so.  If you are a copyright owner or its agent and believe that any content residing on or accessible through the Services infringes upon your copyrights, you may submit a notification under the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent (the “Designated Agent”) with the following information in writing (see 17 U.S.C § 512(c)(3) for further detail): 

  • Identification of the work or material being infringed.

  • Identification of the material claimed to be infringing, including its location, with sufficient detail so we can find it and verify its existence.

  • Contact information for the notifying party (the "Notifying Party"), including name, address, telephone number, and email address.

  • A statement that the Notifying Party believes that the material is not authorized by the copyright owner, its agent or law.

  • A statement made under penalty of perjury that the information provided in the notice is accurate and that the Notifying Party is authorized to make the complaint on behalf of the copyright owner.

  • A physical or electronic signature of a person authorized to act on behalf of the copyright owner that has been allegedly infringed.

Please also note that the information provided in a notice of copyright infringement may be forwarded to the user who posted the allegedly infringing content. After removing material in response to a valid DMCA notice, we will notify the user responsible for the allegedly infringing material that we have removed or disabled access to the material.

We will terminate, under appropriate circumstances, users who are repeat copyright infringers, and we reserve the right, in our sole discretion, to terminate any user for actual or apparent copyright infringement.

If you believe you are the wrongful subject of a DMCA notification, you may file a counter-notification with us by providing the following information to the Designated Agent at the address below:

  • The specific URLs of material we have removed or to which we have disabled access.

  • Your name, address, telephone number, and email address.

  • A statement that you consent to the jurisdiction of the U.S. District Court for the District of New Jersey and that you will accept service of process from the person who provided the original DMCA notification or an agent of such person.

  • The following statement: "I swear, under penalty of perjury, that I have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled."

  • Your signature.

Upon receipt of a valid counter-notification, we will forward it to Notifying Party who submitted the original DMCA notification. The original Notifying Party (or the copyright holder he or she represents) will then have ten (10) days to notify us that he or she has filed legal action relating to the allegedly infringing material.  If we do not receive such notification within ten (10) days, we may restore the material to the Services.

The contact information for our Designated Agent is:

esellas, LLC

Attention:  Copyright Agent 

3 Pollak Ct., Cranbury, NJ 08512

Email:  copyrightagent@esellas.com

If you believe that any of your intellectual property rights other than copyrights have been infringed, please e-mail us at support@esellas.com.  In our sole and absolute discretion, we reserve the right to suspend or terminate any user who infringes the intellectual property rights of esellas or others and/or to remove, delete, edit or disable access to such person’s content.

You agree that we have no liability for any action taken under this section.  

6. ABOUT SOFTWARE IN OUR SERVICES

You may be required to download software (such as our mobile app) to use the Services or certain features of the Services, and the Services may enable you to access software running on our (or our vendors’) servers (collectively, “Software”). You agree that we retain the ownership of all rights, titles, and interests in and to the Software. Certain Software may update automatically on your device once a new version or feature is available, and you consent to such automatic updating. 

esellas gives you a personal, worldwide, royalty-free, non-assignable, and non-exclusive license to use the Software to access the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by us in the manner permitted by these Terms.  You may not copy, modify, distribute, sell, or lease any part of our Services or Software, nor may you reverse engineer or attempt to extract the source code of the Services or Software unless laws prohibit those restrictions or you have our written permission.

There may be software programs within certain Software that have been licensed to us by third parties. The term "Software" as used herein shall refer to this third-party software except where the term “Software” is used in the context of our ownership. The same terms and conditions, including all limitations and restrictions outlined in these Terms, apply to each third-party software program contained in the Software. You acknowledge that any third-party components are owned by their applicable licensors.

We do not make any representations or warranties about the operation or availability of such third-party software. Neither we nor our licensors shall be liable for any unavailability or removal of such third-party software. We are not responsible for any communications to or from such licensors or the collection or use of information by such licensors.

You consent to the communications enabled and/or performed by such third-party software, including automatically updating the third-party software without further notice. You agree that such third-party software licensors are intended third-party beneficiaries under these Terms.

7. MODIFYING AND TERMINATING OUR SERVICES

We are constantly changing and improving our Services. We may add or remove functionalities or features and suspend or stop a Service at any time without any notice or liability.

You can stop using our Services anytime, although we’ll be sorry to see you go. We may also stop providing Services to you, or add or create new limits to our Services, at any time.

Sections 2 and 7 – 14 will indefinitely survive termination or expiration of these Terms.

8. OUR WARRANTIES AND DISCLAIMERS

OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS, NEITHER ESELLAS NOR ITS LICENSORS, SUPPLIERS, ADVERTISERS, OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT THE SERVICES. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES, THE SPECIFIC FUNCTIONS OF THE SERVICES, THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS, OR THAT USE OF THE SERVICES WILL IMPROVE YOUR FINANCIAL RESULTS.  WE ALSO DO NOT MAKE ANY WARRANTIES OR COMMITMENTS RELATING TO NON-INFRINGEMENT, FREEDOM FROM BIAS OR VIRUSES OR OTHER HARMFUL CODE, OR ERROR-FREE OR UNINTERRUPTED OPERATIONS.  YOU ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR ASSESSING THE LEGAL AND REGULATORY REQUIREMENTS APPLICABLE TO YOUR BUSINESS ACTIVITIES AND, ACCORDINGLY, THAT ANY SUCH REQUIREMENTS WILL NOT BE INCORPORATED INTO THE SERVICES.  YOU SHALL BE SOLELY RESPONSIBLE FOR COMPLYING WITH ANY LAWS, RULES, AND REGULATIONS APPLICABLE TO YOUR USE OF THE SERVICES OR THE OUTPUT OR RESULTS OF THE SERVICES, AND ESELLAS SHALL HAVE NO LIABILITY ARISING FROM DECISIONS MADE BY YOU BASED ON ANY SUCH OUTPUT OR RESULTS.  WE PROVIDE THE SERVICES “AS-IS.”

SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES.

You acknowledge that the ella platform and mobile app are intended solely to identify prospective business contacts for a B2B enterprise sales team, make B2B sales strategy recommendations, and for no other purpose.

esellas shall have no liability whatsoever for any losses or damages arising from the use of the ella platform or app, or any components or modifications thereof, for any other purpose, including any use in providing or making decisions relating to health care, credit, insurance, employment, criminal justice, or governmental assistance.  

YOU AND YOUR HEIRS, SUCCESSORS, AND ASSIGNS HEREBY FOREVER IRREVOCABLY RELEASE, DISCHARGE, AND HOLD HARMLESS US, OUR AFFILIATES, AND OUR AND THEIR SUCCESSORS AND ASSIGNS, AND OUR AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS  (COLLECTIVELY, “RELEASED PARTIES”) FROM, AND AGREE NOT TO SUE ANY RELEASED PARTY FOR, ANY LIABILITIES, CLAIMS, OBLIGATIONS, SUITS, ACTIONS, DEMANDS, EXPENSES, AND DAMAGES WHATSOEVER (COLLECTIVELY, “LIABILITIES”) THAT YOU MAY HAVE AGAINST ANY RELEASED PARTY WHETHER EXISTING NOW OR IN THE FUTURE, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR IN CONNECTION WITH YOUR OR A THIRD PARTY’S CONDUCT RELATED TO USE OF THE SERVICES.  YOU UNDERSTAND AND ACKNOWLEDGE THAT THE FOREGOING SENTENCE RELEASES AND DISCHARGES ALL LIABILITIES, WHETHER OR NOT THEY ARE CURRENTLY KNOWN TO YOU, AND YOU WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE SECTION 1542. YOU UNDERSTAND THE MEANING OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH READS AS FOLLOWS:

“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party”.

9. LIABILITY FOR OUR SERVICES

TO THE EXTENT NOT PROHIBITED BY LAW, ESELLAS (AND OUR AFFILIATES AND OUR AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) AND OUR LICENSORS, SUPPLIERS, ADVERTISERS, AND DISTRIBUTORS, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

TO THE EXTENT NOT PROHIBITED BY LAW, THE TOTAL LIABILITY OF ESELLAS (AND OUR AFFILIATES AND OUR AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) AND OUR LICENSORS, SUPPLIERS, ADVERTISERS, AND DISTRIBUTORS, FOR ANY AND ALL CLAIMS UNDER THESE TERMS OR RELATING TO YOUR USE OF THE SERVICES, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE SERVICES (OR, IF WE CHOOSE, TO SUPPLY YOU THE SERVICES AGAIN).

IN ALL CASES RELATING TO PROVIDING YOU WITH THE SERVICES, ESELLAS (AND OUR AFFILIATES AND OUR AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) AND OUR LICENSORS, SUPPLIERS, ADVERTISERS, AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE OR THAT IS DUE TO EVENTS OUTSIDE OF OUR REASONABLE CONTROL, SUCH AS WARS, CRIMINAL ACTIVITIES, STORMS, NATURAL DISASTERS, PANDEMICS, ACTS OF GOVERNMENT, SUPPLY INTERRUPTIONS, OR TELECOMMUNICATION OR INTERNET FAILURES.

10. BUSINESS EMPLOYER USES OF OUR SERVICES

If you are using our Services on behalf of a business or employer, you are accepting these Terms on their behalf, and that business or employer agrees to be bound by them. However, if the business or employer has entered into an agreement with esellas that governs consulting, staff augmentation or other professional services that esellas provides to you or access to our ella™ technology platform and/or mobile app (each, a “Client Agreement”), the Client Agreement will control (solely about the business or employer) in the event of any conflict with these Terms.

11. INDEMNIFICATION

You hereby agree to indemnify, defend, and hold harmless esellas, its affiliated companies, and our and their predecessors, successors, and assigns, and our and their respective directors, officers, employees, agents, representatives, partners, and contractors from and against all claims, losses, expenses, damages and costs (including, but not limited to, reasonable attorneys' fees), resulting from or arising out of your actual or alleged breach of these Terms, any data or content you provide through the Services, or your use or misuse of the Services. 

However, you will not be responsible for claims, damages, and costs found by a court of competent jurisdiction to have arisen solely from our violation of applicable law.    

12. ABOUT THESE TERMS

We may modify these Terms or any additional terms that apply to a Service for any reason, for example, to reflect changes to the law or our Services. You should look at the Terms regularly and the “Last Updated” date at the beginning of these Terms.  We’ll use reasonable efforts to give you notice of these modifications, such as posting notice of modifications to these Terms on this web page, through the Services, or via email.

By continuing to use the Services after we make these modifications, you agree that you will be subject to the modified Terms.  If you do not agree to the modified terms for a Service, you should discontinue your use of that Service.

If there is a conflict between these Terms and any additional terms for a Service, the additional terms will control that conflict.

These Terms control the relationship between esellas and you. Except as explicitly set forth in Section 14 below, they do not create third-party beneficiary rights.  If you do not comply with these Terms and we don’t take action immediately, this doesn’t mean that we are giving up any rights that we may have (such as taking action in the future).  If it turns out that a particular term is not enforceable, this will not affect any other terms.

You may not assign or delegate your rights or obligations relating to these Terms without our prior written consent.  We may assign these Terms or assign or delegate any of our rights or obligations at any time.  

For information about how to contact Esellas, please visit our contact page.  

13. GOVERNING LAW AND VENUE

These Terms are governed in all respects by the laws of the United States and the internal laws of the State of New Jersey, without regard to New Jersey’s conflicts of laws rules.  You consent to the exclusive jurisdiction and venue of any federal or state court situated in Trenton, New Jersey, in connection with any suit, action, or proceeding arising out of or related in any manner to these Terms or the Services.

14. THIRD-PARTY TERMS

You agree that in addition to these Terms, your use of our mobile app is subject to the usage rules set forth in Apple’s App Store terms of service, if you download our app from the App Store or in Google’s Play terms of service if you download the app from Google Play, or any other third party platform, developer or distributor end-user license agreement and/or terms and conditions by which you agree to be bound when you download our mobile app or otherwise access the Services.

Without limiting the generality of the foregoing, if you downloaded our mobile app from Apple, you and esellas acknowledge and agree to the following:  This agreement is concluded between you and esellas only and not with Apple Inc. (“Apple”). The mobile app downloaded from Apple may only be used on Apple hardware products. sellas, not Apple, is solely responsible for the app and the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services concerning the app.

To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to the app. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be esellas’ sole responsibility.  esellas, not Apple, is responsible for addressing any claims by you or any third party relating to the app or your possession and/or use of the app, including, but not limited to: (i) product liability claims; (ii) any claim that the app fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. 

In the event of any third-party claim that the app or your possession and use of the app infringe that third party’s intellectual property rights, Apple will have no responsibility for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. 

You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or the U.S. Government has designated that as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. 

Apple, and Apple’s subsidiaries, are third-party beneficiaries of this agreement, and upon your acceptance of the terms and conditions of the agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the agreement against you as a third-party beneficiary thereof.