1. Right to Use

Subject to these Terms, we grant to you a personal, nonexclusive, limited, non-transferable, non-assignable, non-sublicensable, limited, revocable license to access and use the Services in accordance with these Terms.

You acknowledge that you are receiving licensed rights only. You may not directly or indirectly, or authorize any person or entity to:

1. Reverse engineer, decompile, disassemble, re-engineer or otherwise create or attempt to create or permit, allow or assist others to create the source code of the Services.
2. Create derivative works of the Services.
3. Use the Services in whole or in part for any purpose except as expressly provided herein.
4. Disable or circumvent any access control or related device, process or procedure established with respect to the Services.

Account Registration

When you create an account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times.

Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Service.

Account Security

You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account.

Your username and password may not be used by any other person. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password.

You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account and you must ensure that you exit from your account at the end of each session.

We shall not be liable for any loss or damage arising from your failure to comply with any of these Terms.

Username and Legal Compliance

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization.

You may not use as a username any name that is offensive, vulgar or obscene. Your use of the Services or any content accessed through the Services must comply with all applicable laws, regulations and ordinances.

Communications

By providing us with your email address and other contact information, you consent to our using such contact information to send you Services-related notices, including any notices required by law, in lieu of communication by postal mail.

We may also use your email address or phone number to send you other messages, such as changes to features of the Services and other information about our organization.

2. User Content

Some areas of the Services allow users to submit, post, display, provide, upload, or otherwise make available content such as profile information, contact information, photos, user forum features, comments, questions, and other content or information.

Any such materials a user submits, posts, displays, provides, uploads or otherwise makes available on the Services are referred to as “User Content”.

User Content may be viewable by other users of the Services and through third-party websites. As such, any User Content may be treated as non-confidential and non-proprietary.

All User Content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such User Content originated, and you access all such information and User Content at your own risk.

Ownership of User Content

We claim no ownership rights over User Content created by you. The User Content you create remains yours.

However, you understand that if portions of the Services allow other users to view, edit, share, and/or otherwise interact with your User Content, by providing or sharing User Content through the Services, you agree to allow others to view, edit, share, and/or interact with your User Content in accordance with your settings in the Services and these Terms.

We have the right, but not the obligation, in our sole discretion to remove any User Content that is on or is shared via the Services.

License to User Content

By submitting, posting, displaying, providing, uploading or otherwise making available any User Content on or through the Service, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to us a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content.

This license applies in whole or in part and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Services and our business, including for promoting and redistributing part or all of the Services and derivative works thereof in any media formats and through any media channels.

You also grant each user of the Services a non-exclusive right to access your User Content through the Services, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Services and under these Terms.

You waive all moral rights in your User Content, and you warrant that moral rights have not otherwise been asserted in your User Content. You will not be entitled to any compensation from us if we use your User Content or if your name, likeness, or voice is used or conveyed in connection with the Services.

User Content Representations

In connection with your User Content, you affirm, represent and warrant the following:

1. You have the written consent of each and every identifiable natural person in the User Content, if any, to use such person’s name or likeness in the manner contemplated by the Services and these Terms.
2. You have obtained and are solely responsible for obtaining all consents as may be required by law to post any User Content relating to third parties.
3. Your User Content and our use thereof as contemplated by these Terms and the Services will not violate any law or infringe any rights of any third party.

To the best of your knowledge, all your User Content and other information that you provide to us is truthful and accurate.

Moderation of User Content

We have the right, in our sole and absolute discretion:

1. To edit, redact, or otherwise change any User Content.
2. To re-categorize any User Content to place it in more appropriate locations on the Services.
3. To pre-screen or delete any User Content at any time and for any reason, without notice.

We take no responsibility and assume no liability for any User Content, including its accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety, or any intellectual property rights therein.

You shall be solely responsible for your User Content and the consequences of posting, publishing, sharing, or otherwise making it available via the Services.

Although we reserve the right to review content and User Content that appears on the Services and remove content that violates these Terms, our Community Guidelines or the law, we do not necessarily review all of it.

We also cannot guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.

If the Services permit interaction with other users, you are solely responsible for such interactions. We reserve the right, but have no obligation, to monitor disputes between you and other users.

We shall have no liability for your interactions with other users, or for any user’s action or inaction.

We reserve the right, but have no obligation, to overturn any action or decision of a Moderator if we, in our sole discretion, believe that such action or decision is not in the interest of us or the Ellow community.

3. Acceptable Use

You agree not to engage in any of the following prohibited activities in connection with your use of the Services and/or any features or functions therein:

1. Copying, distributing, or disclosing any part of the Services in any medium, including by automated or non-automated “scraping”.
2. Using any automated system, including “robots”, “spiders”, “offline readers”, etc., to access the Services in a manner that sends more request messages to our servers than a human can reasonably produce in the same period of time using a conventional online web browser.
3. Transmitting spam, chain letters, or other unsolicited email.
4. Attempting to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Services.
5. Taking any action that imposes, or may impose at our sole discretion, an unreasonable or disproportionately large load on our infrastructure.
6. Uploading or transmitting invalid data, viruses, worms, or other software agents through the Services.
7. Collecting or harvesting any personally identifiable information, including account names, from the Services.
8. Impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity.
9. Interfering with the proper working of the Services.
10. Accessing any content on the Services through any technology or means other than those provided or authorized by the Services.
11. Bypassing measures used to prevent or restrict access to the Services, including features that prevent or restrict use or copying of content or enforce limitations on use of the Services or the content therein.

Prohibited User Content

You agree not to post User Content that:

1. May create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, any other person, or any animal.
2. May create a risk of any other loss or damage to any person or property.
3. Seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise.
4. May constitute or contribute to a crime or tort.
5. Contains information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating, libelous, threatening, profane, obscene, pornographic, or otherwise objectionable.
6. Contains information or content that is illegal, including disclosure of insider information under securities law or another party’s trade secrets.
7. Contains information or content that you do not have a right to make available under any law or contractual or fiduciary relationships.
8. Contains information that disparages, tarnishes or otherwise harms, in our opinion, us and/or the Services.
9. Contains information or content that you know is not correct and current.

We reserve the right, but are not obligated, to reject and/or remove any User Content that we believe, in our sole discretion, violates any of these provisions.

4. Changes to Services

Our Services are continuously evolving and improving. We may add or remove features, products, or functionalities, and we may also suspend or stop the Services altogether, in whole or in part.

We may impose limits on certain features, or restrict access in certain ways. We may take any of these actions at any time, and we may not provide you with prior notice when we do so.

5. Social Media

As part of the Services, you may be able to link your account with other accounts you have with third-party service providers, each a “Third-Party Provider Account”.

This may occur by:

1. Providing your Third-Party Provider Account login information through the Services.
2. Allowing us to access your Third-Party Provider Account.

You represent and warrant that you are entitled to disclose your Third-Party Provider Account login information to us and/or grant us access to your Third-Party Provider Account.

By granting us access to any Third-Party Provider Accounts, you acknowledge and agree that we may access, make available, and store, where applicable, content that you have provided to and stored in your Third-Party Provider Account.

Depending on the Third-Party Provider Accounts you choose and subject to the privacy settings that you have set in such accounts, personally identifiable information that you post to your Third-Party Provider Accounts may be available on and through your account on the Services.

Please note that your relationship with third-party service providers associated with your Third-Party Provider Accounts is governed solely by your agreement(s) with such third-party service providers.

We make no effort to review Social Media Content for accuracy, legality, or non-infringement and are not responsible for such content.

6. Intellectual Property

You acknowledge that any and all Intellectual Property Rights subsisting in or used in connection with the Services and their original content, features and functionality are and will remain the exclusive property of Ellow Talent Marketplaces Pvt. Ltd. and its licensors.

You shall not at any time, including after termination of the license granted herein, dispute, challenge, or undertake any action directly or indirectly that would be inconsistent with the ownership thereof by us or our licensors.

The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries.

Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Ellow Talent Marketplaces Pvt. Ltd.

Feedback

If you provide us with any ideas, proposals, suggestions or other materials (“Feedback”), whether related to the Services or otherwise, you acknowledge and agree that such Feedback is not confidential.

We may use such Feedback without compensating you and without any restriction or obligation to you.

7. Links to Other Web Sites

Our Services may contain links to third-party websites or services that are not owned or controlled by Ellow Talent Marketplaces Pvt. Ltd.

Ellow Talent Marketplaces Pvt. Ltd. has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services.

We do not endorse and do not warrant the offerings of any of these entities or individuals or their websites.

You acknowledge and agree that Ellow Talent Marketplaces Pvt. Ltd. shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through such third-party websites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.

8. E-mail Newsletters

We send newsletters that will contain relevant content for the user community. You acknowledge and agree to opt-in to such email newsletters.

9. Termination

We may terminate or suspend your account and bar access to the Services immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.

If your account is canceled or terminated, we may permanently delete any User Content from our Services.

If you wish to terminate your account, you may simply discontinue using the Service.

All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

10. Indemnification

You agree, to the fullest extent permitted by applicable law, to defend, indemnify and hold harmless Ellow Talent Marketplaces Pvt. Ltd. and its licensees and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, actions, settlements, damages, obligations, losses, liabilities, costs or debt, and expenses, including attorney’s fees, resulting from or arising out of or relating to:

1. Your use and access of the Service, by you or any person using your account and password.
2. Your User Content.
3. Your violation of the rights of a third party, including intellectual property rights.
4. Any overt harmful act toward any other user of the Services with whom you connected via the Services.
5. A breach of these Terms.

We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us.

We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

11. Limitation of Liability

12. Disclaimer

13. Exclusions

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.

14. Governing Law

These Terms shall be governed and construed in accordance with the laws of California, United States, without regard to its conflict of law provisions.

You hereby irrevocably waive any and all rights to trial by jury in any legal proceeding arising out of or relating to these Terms.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.

If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect.

These Terms constitute the entire agreement between us regarding our Service and supersede and replace any prior agreements we might have had regarding the Service.

15. Copyright

The Digital Millennium Copyright Act (DMCA) provides copyright owners who believe that their rights under United States copyright law have been infringed by acts of third parties over the Internet with ways to protect their rights.

If you believe that your copyrighted work has been copied without your authorization and is available in the Services in a way that may constitute copyright infringement, you can provide notice of your claim to the designated agent listed below.

Copyright Notice Requirements

Your notice must include the following information:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of the intellectual property right allegedly infringed.
2. Identification of the copyrighted work claimed to have been infringed.
3. Identification of the material claimed to be infringing or subject to infringing activity and information reasonably sufficient to locate the material.
4. Information reasonably sufficient to contact the complaining party, such as address, telephone number, and, if available, an email address.
5. A statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
6. A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of the exclusive right allegedly infringed.

Designated Agent

Sirish Kosaraju – CEO, Ellow

sirishk@ellow.io

16. General

These Terms constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or other arrangements, understandings, negotiations and discussions, whether oral or written.

These Terms cannot be modified by you, and may only be modified by us as provided above.

You shall not assign or sublicense any of the rights and obligations under these Terms without our express prior written consent. Any assignment in contravention of this paragraph will be void.

All rights not expressly granted by us in these Terms are reserved by us and our licensors.

Failure or neglect by us to enforce any provision of these Terms shall not be construed as a waiver of our rights.

The headings contained herein are for convenience only and are not intended to be part of or affect the meaning or interpretation of these Terms.

There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms or use of the Services.

You agree that these Terms will not be construed against us by virtue of having drafted them.

You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.

In the event that any of these terms, conditions or provisions shall be determined by any court of competent jurisdiction to be invalid, unlawful or unenforceable to any extent, such term, condition or provision shall to that extent be severed from the remaining terms and conditions.

A printed version of these Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

17. Contact Us

If you have any questions about these Terms, please contact our team at:

team@ellow.io