Terms of Use

1. Introduction
These Terms of Use (these "Terms of Use") govern the use of the website(s) provided by Elemica, Inc. ("Elemica") with a homepage located at the URL www.elemica.com (or any successor or replacement thereto) (the "Site") and related functions, facilities and services, including without limitation, Operations Dashboard, Elemica Supply Chain Hosted Solution and the Elemica TransLink Ô Solution (the “Web Solutions”), corresponding documentation, associated media, printed materials and online or electronic documentation (collectively, the “Service”). As used herein, "You" and "Your" refers to individuals that accesses or otherwise use the Site and or the Service

2. Acceptance
YOUR AFFIRMATIVE ACCEPTANCE OF THESE TERMS OF USE AND/ OR YOUR USE OF THIS SITE OR THE SERVICE SIGNIFIES THAT YOU AGREE TO BE BOUND BY THESE TERMS OF USE AND THE PRIVACY POLICY. IF YOU DO NOT AGREE WITH THESE TERMS OF USE AND THE PRIVACY POLICY, YOU SHOULD IMMEDIATELY CEASE USE OF THE SITE AND THE SERVICE AND CEASE USE OF ALL INFORMATION AND MATERIALS YOU OBTAINED THROUGH THE SITE.

3. The Site and Service
Elemica grants you a limited, revocable, nonexclusive license to access the Site, and if you are a registered Elemica user (each a “User”), to access and use that portion of the Service limited to Users, for your own personal use. You may not sub-license your rights hereunder to a third party, and this license does not extend to: (a) access to the Site by posting agents; or (b) any collection, aggregation, copying, duplication, display or derivative use of the Site nor any use of data mining, robots, spiders, or similar data gathering and extraction tools for any purpose unless expressly permitted by Elemica.

4. Modifications
Elemica may amend these Terms of Use and the Privacy Policy at any time. The amended terms will be effective upon posting on the Site, or if you are a User, upon email notification to you that the Terms of Use have been amended. Your continued use of the Site and/or the Service indicates Your continued agreement to be bound thereby.

5. Eligibility; Registration
The registration process is initiated when You provide the information specified on the registration page located at http://www.elemica.com. Elemica may, at any time and in its sole discretion, refuse to accept a prospective User and/or limit a User's use of the Site and/or the Service.

6. Registration Representations
When You register for the Site, You represent and warrant that all of the information You provide as part of that registration is true, complete and accurate. You also agree to notify Elemica immediately at any time information You have provided ceases to be true, complete or accurate.

7. Access Codes
All access codes, user identification numbers and other passwords or security items issued to or provided by Users are referred to herein as "Codes". User is solely responsible for the use and protection of its Codes and User agrees to take all reasonable precautions to protect the security and integrity of its Codes and to prevent unauthorized use thereof. If User becomes aware of any unauthorized access or use of the Service with its Codes, User will immediately notify Elemica.

8. Access to the Site and Service

• Physical Connection To Site 
  You are responsible, at Your sole cost and expense, for providing all equipment necessary to access the Internet and the Site. Requirements for access to the Site are available from Elemica.

• Site Availability
  While Elemica's objective is to make the Site accessible 24 hours per day, seven (7) days per week, Elemica may make the Site unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of the control of Elemica, access to the Site may be interrupted, suspended or terminated from time to time. YOU AGREE THAT ELEMICA SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM ANY SUCH INTERRUPTION, SUSPENSION OR TERMINATION OF THE SITE. 

9. Appropriate Activities

• Applicable Laws
  You agree to comply with all applicable local, state, federal, and international laws, statutes, rules and regulations relating to Your use of the Site and the Services.

• Malicious Intent
  You agree not to tamper with the software or functionality of the Site or the Services and not to introduce any material into the Site or the Services that contains any viruses, time bombs, trojan horses, worms, cancelbots or other computer programming routines that may damage, interfere with, intercept or expropriate any system, data or information. You may not take any action which imposes an unreasonable or disproportionately large load on Elemica's infrastructure, including, but not limited to, "spam" or other such unsolicited mass e-mailing techniques. You and Your company are responsible for taking all reasonable precautions necessary to ensure the security and integrity of Your system.

• Information; Privacy
  You shall not take any action, or omit to take any reasonable action, which would constitute an invasion of privacy of any other user of the Site in any applicable jurisdiction. Use or distribution of tools designed for compromising privacy or security is strictly prohibited.

10. Information on the Site

• Information Provided by Elemica
  Although Elemica makes all reasonable efforts to ensure that the content it posts on the Site is up to date and correct, Elemica makes no warranties as to its accuracy. It is up to You to take precautions to ensure that information and content You download or otherwise select for use is free of viruses and other destructive items. ALL MATERIALS ON THE SITE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

• Links
  The Site may contain links to third party websites not under the control or operation of Elemica. Such links are provided only as a convenience and Elemica does not endorse and is not responsible for the contents or any linked site or any link contained in a linked site. Unless You have written authorization from Elemica, You may not provide a hyperlink to the Site from another website. Elemica reserves the right to revoke its consent to any link at any time in its sole discretion.

11. Security
The security of the Site shall be maintained through the use of various technical controls including passwords and secure socket layer (SSL) which Elemica may employ. However, You acknowledge that Elemica cannot guarantee that the Site, the Service or information transmitted by You to the Site and/or Service will be protected against all third party or other actions beyond its reasonable control.

12. Intellectual Property and Privacy
All data and materials developed or provided by Elemica in connection with the operation of the Site, including, without limitation, all proprietary rights inherent therein or appurtenant thereto, shall be the exclusive property of Elemica and may not be used by You without Elemica's express written consent. Elemica's use of information collected from Users shall be in accordance with the Privacy Policy located at http://www.elemica.com and the license contained in this Section 12, provided that in all events, Elemica shall have the right to publicly disclose the fact that any User is a member of the Site. User hereby grants to Elemica a non-exclusive, worldwide, transferable, perpetual, irrevocable and royalty-free license to use, display, publish and distribute, in connection with operating and promoting the Site, in any media now known or hereafter developed, all information and materials collected from User or provided by User, subject to the terms and conditions of the Privacy Policy.

13. Termination
These Terms of Use may be terminated at any time and for any reason or for no reason by Elemica or by You. Notice of termination shall be in the form of a written notice and termination shall be effective upon the receiving party's receipt of such notice. You shall have no recourse and Elemica shall have no liability with respect to any such termination. All provisions of these Terms of Use relating to warranties, confidentiality obligations, proprietary rights, limitation of liability and indemnification obligations shall survive the termination or expiration hereof.

14. Relationship of the Parties
You and Elemica are independent contractors, and no agency, partnership, joint venture, employer-employee or other similar relationship is intended or created by Your acceptance of these Terms of Use or use of the Site.

15. Applicable Law
This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflicts of laws provisions.

16. Disclaimer of Warranty
YOU ACKNOWLEDGE AND AGREE THAT ELEMICA PROVIDES THE SITE AND THE SERVICE ON AN "AS IS" AND "AS AVAILABLE" BASIS AND WITHOUT WARRANTY OR CONDITION, EXPRESS OR IMPLIED. YOU ACKNOWLEDGE AND AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK. ELEMICA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO,

1. THE IMPLIED WARRANTIES OF MERCHANTABILITY
2. FITNESS FOR A PARTICULAR PURPOSE
3. NON-INFRINGEMENT, AND
4. THAT SERVICE WILL BE CONTINUOUS, UNINTERRUPTED AND/OR ERROR-FREE

17. Limitation of Liability
ELEMICA SHALL HAVE NO LIABILITY FOR ANY REASON AND UPON ANY CAUSE OF ACTION, INCLUDING, WITHOUT LIMITATION, ACTS OR OMISSIONS BY (A)USERS OF THE SITE OR (B)THIRD PARTIES AND OUTAGES OR NON-AVAILABILITY OF THE SITE OR ANY PORTION OF THE SERVICE. YOU AGREE THAT NEITHER ELEMICA, NOR ANY OFFICER, AFFILIATE, DIRECTOR, EQUITY HOLDER, AGENT OR EMPLOYEE OF ELEMICA WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS.

18. Indemnification
You shall indemnify, defend, and hold harmless Elemica, its officers, affiliates, directors, equity holders, agents and employees with respect to any claim, demand, cause of action, debt, judgment or liability, including reasonable attorneys' fees, to the extent that it is based upon a claim that:

1. arises out of or in relation to Your use of the Site and/or the Service and is not caused by the negligence or conduct of Elemica;
2. if true, would constitute a breach of any of Your representations, warranties or agreements hereunder; or
3. arises out of Your gross negligence, willful misconduct, or abandonment

Elemica may, at its discretion and at its own expense, assist in the defense of any indemnified claim through counsel selected by Elemica. Any settlement intended to bind Elemica shall not be valid or binding on Elemica without Elemica's prior written consent.

19. Jurisdiction Issues
The Site and the Services may be controlled, operated and administered by Elemica from its offices in Germany and the United States of America and any other location selected by Elemica from time to time. Elemica makes no representations that the Site and Services are appropriate for use in all locations, or that transactions, products instruments or services discussed are available or appropriate for sale or use in all jurisdictions. Those who access the Site and/or use the Service do so on their own initiative, and are responsible for compliance with applicable local laws and regulations.

20. Miscellaneous

1. Headings
   The headings used in these Terms of Use and the Privacy Policy are intended for convenience only. They are not a part of the written understanding between the parties, and they shall not affect the construction and interpretation thereof.
2. No Waiver
   A party's failure to insist upon or enforce strict performance of any provision of the Terms of Use or the Privacy Policy shall not be construed as a waiver of such provision or right.
3. Severability
   If any provision of these Terms of Use is held to be invalid or unenforceable, such determination shall not affect such provision in any other respect or any other provision of these Terms of Use, which shall remain in full force and effect.
4. Use of Name
   You may not publicly use Elemica's name, trademarks or logos without Elemica's prior written consent. In the event Your company has executed a written agreement with Elemica, the terms and conditions set forth in such agreement shall apply to any public statements made by You regarding Elemica.
5. Questions
   Questions regarding these Terms of Use or the Privacy Policy should be directed to This e-mail address is being protected from spambots. You need JavaScript enabled to view it or Director of Security and Privacy, Elemica, Inc. at the following address:
   222 Valley Creek Boulevard
   Suite # 220
   Exton, PA 19341
   USA
6. Entire Agreement
   These Terms of Use and the Privacy Policy constitute the entire agreement and understanding between the parties with respect to the subject matter contained herein and therein and supersedes and replaces any and all prior written or verbal agreements.