Terms of Use
Last Updated: July 1, 2023
ElevenFlo, Inc. and its subsidiaries and affiliates (together, “ElevenFlo” or “we, us, our”) operate a legal technology platform, which can be found at https://elevenflo.com (collectively, the “Platform”).
Please read these terms & conditions of use (the “terms”) carefully before using the platform as they contain important information regarding your legal rights, remedies and obligations.
Except as otherwise provided below, these Terms govern Your use of the Platform, the data, analysis, information, templates, questionnaires, and other services available through the Platform (the “Services”) and the content, data, analysis and other information or materials delivered or made available in connection with the Services or obtained through use of the Services or the Platform (the “Information”).
These Terms constitute a binding and enforceable agreement between You (“You” and “Your” refer to the person who is agreeing to these Terms and the user of the Platform, individually and in their capacity as an employee, officer, agent, partner, etc. of each organization they represent in connection with any use of the Platform) and us. By accessing the Platform or using the Services, You acknowledge and agree that You have fully read and agree to be bound by the provisions of these Terms.
Headings or titles to sections or subsections in these Terms are for convenience only and shall not affect the meaning or interpretation of these Terms or any part hereof.
1. Registration and Acceptance
The Platform is available only to entities, and individuals at least eighteen (18) years of age, who can form legally binding agreements under applicable law. If You do not qualify, You are not permitted to use the Platform. The Platform is available for Your use only on the condition that You agree to the Terms. If You do not agree to the Terms, do not register, access the Platform or use the Services.
If You are employed by an entity that has entered into an agreement with us for the use of the Services (a “User Agreement”), Your use of the Services will be governed, and You will be deemed to have accepted and be bound by, the User Agreement, which supersedes these Terms in all respects.
2. Use Restrictions
(a) No modification, reproduction, distribution, etc.
Except as provided in Section 2(b) below, You may not, in whole or in part, modify, publish, republish, transmit, retransmit (including without limitation via any third-party content distribution platform), reproduce, participate in the transfer or sale of, create new works from, distribute, perform, display, or in any way exploit or otherwise use, any of the Information or the Services, including any images contained in the content of the Services (collectively, the “Use Restrictions”).
Without limiting any of ElevenFlo’ other rights and remedies, a violation of the Use Restrictions shall be grounds for immediate termination of Your access to the Services.
(b) Saving Information for internal use during Your access
For so long as we grant You access to the Services and subject to compliance with the terms of any Third Party Services (as defined below), You shall have a limited right to save Information obtained in connection with the Services for Your own internal business use, provided that this shall not affect ElevenFlo’ and/or any third party ownership of intellectual property rights in the Information.
(c) Expunging Information when Your access ends
When we end your access to the Services, You shall (i) expunge any Information obtained through the Services and all copies thereof from Your computer systems within thirty days and (ii) upon request, provide ElevenFlo with written certification of compliance with this expungement obligation by an officer or authorized person of Your business reasonably acceptable to ElevenFlo; provided, however, that You shall be entitled to retain one copy of such Information in accordance with Your internal record retention policy or for regulatory and compliance reasons, provided further that such retained copy is no longer used in Your business or for any other purpose other than to satisfy such retention requirements. The Use Restrictions shall continue to apply to any Information retained by You.
(d) Audit rights
For a period of one year following termination of a Service for any reason, upon ElevenFlo’ reasonable request and during regular business hours, ElevenFlo may reasonably inspect and audit, or have its representatives or independent third party inspect and audit, Your books, records, and other documents as necessary to verify compliance with this Section 2. Failure by ElevenFlo to exercise any such audit right shall not relieve You of Your responsibilities to comply fully with these Terms. All such audits shall be conducted at ElevenFlo’ sole cost and expense, unless such audit reveals noncompliance with these Terms, in which case You shall pay ElevenFlo (i) all fees and reasonable charges relating to the unauthorized use, retention, or redistribution of the Information discovered during such audit, and (ii) all reasonable audit expenses incurred by ElevenFlo and its agents.
The provisions of Section 2(a), (c) and (d) shall survive the termination, cancellation, or expiration of these Terms.
3. Proper Use of the Platform
(a) No unlawful purposes or activities
You agree not to use the Services for any unlawful purpose and may use the Platform only in ways consistent with the law.
You confirm that neither You nor any business or entity on whose behalf You are acting (i) are in a location embargoed under U.S. Economic Sanctions, such as Iran, North Korea, Cuba, Crimea, or Syria, (ii) are listed on any restricted parties list issued by any U.S. or European governmental entity or international organization (“Restricted Parties Lists”), or (iii) will utilize this product to service, directly or indirectly, a sanctioned location or any entity appearing on any Restricted Parties Lists. You recognize the global nature of the Internet and agree to use the Services in compliance with all local rules regarding online conduct and acceptable content applicable to Your use of the Services. Specifically, You agree to use the Services in compliance with all applicable laws regarding the transmission of technical data exported from the country in which You may reside or access the Services.
(b) No harvesting Information or disrupting the Services
You may not use any program, spider or “bot” to gather or “harvest” information from this Platform. You may not engage in any activity that interferes with or disrupts (in our sole discretion) the Services or the servers and networks which are connected to the Services, or access (or attempt to access) any of the Services by any means other than through the interface that is provided by ElevenFlo. Without limiting any of ElevenFlo’ other rights and remedies, ElevenFlo may terminate Your use of this Platform if You violate the Terms or any rules or guidelines posted on the Platform or for any other reason in our discretion.
(c) Keeping accounts secure
You agree to prevent and prohibit any other person’s use of Your account, username or password and not to use another user’s account. Without limiting any of ElevenFlo’ other rights and remedies, violation of this provision will result in immediate termination of Your access to the Platform. You agree to implement and employ commercially reasonable procedures to protect the confidentiality of Your username and password. You shall promptly notify ElevenFlo of any known or suspected unauthorized use of Your account, any violation of the Use Restrictions or any known or suspected breach of security with respect to Your account. You agree to reasonably cooperate with ElevenFlo in good faith and as reasonably necessary to remedy any unauthorized use of Your account or any security breach. This paragraph shall survive the termination, cancellation, or expiration of these Terms.
Without limiting any of ElevenFlo’ other rights or remedies, if You allow any third party access to the Information or the Services in violation of these Terms, You shall be liable to ElevenFlo for an amount equal to the fees to which ElevenFlo would have been entitled had there been in place an agreement with ElevenFlo, at ElevenFlo’ then-current rates, for the period during which the third party had access to the Information or the Services. This paragraph shall survive the termination, cancellation, or expiration of these Terms.
4. Privacy and Confidentiality
You agree and acknowledge that ElevenFlo may process Your data, including but not limited to IP address(es), email address(es), passwords, and other information transmitted by Your computer(s) or network to the extent reasonably necessary for ElevenFlo to authenticate You, provide access to the Services, analyze usage of the Services, and as otherwise permitted by our Privacy Policy.
You and ElevenFlo (each a “Party”) acknowledge that a Party may have access to certain Confidential Information of the other Party in connection with the Platform and Services. “Confidential Information” is information that is proprietary and/or non-public information, including, without limitation, information relating to the other Party’s business plans, methods, processes, code, data, information technology, network designs, passwords, and sign-on codes. Each Party agrees to treat and protect the other Party’s Confidential Information as confidential, using no less care than that which it would use to protect and preserve its own confidential and proprietary information (but in no event less than a reasonable degree of care), and will not use the other Party’s Confidential Information for any purpose except as permitted under these Terms.
Confidential Information does not include information that is: (i) independently developed by a Party without use of the Confidential Information; (ii) in a Party’s possession before receiving it from the other Party; or (iii) acquired from a third party not known to have a duty of confidentiality to the other Party.
Each Party may disclose Confidential Information to the extent it is required to be disclosed by law or regulation or pursuant to a regulatory or governmental request.
Each Party understands and agrees that money damages alone may not constitute a sufficient remedy for any breach of the confidentiality obligations hereunder or the obligations under Section 2 above and that a Party shall be entitled to seek specific performance and injunctive relief, without the necessity of posting a bond or other security, as remedies for any such breach.
The provisions of this Section 4 shall survive the termination, cancellation, or expiration of these Terms.
5. Fees and Payments
Trial users of the Platform (“Trial Users”) may access the Services at no cost as determined by ElevenFlo. We reserve the right to discontinue Trial Users’ access to the Platform and the Services at any time in our sole discretion.
6. Notifications and Consent to Communication
You agree to provide ElevenFlo with Your details including full name, title, department, employer name, business email address, business phone number, and primary business address.
You agree that ElevenFlo may send You electronic or paper mail for the purpose of providing You notices and other information concerning ElevenFlo or the Platform, including changes or additions to the Services or these Terms. You further agree that from time-to-time ElevenFlo may contact You via electronic or paper mail for the purpose of soliciting feedback or participation in user surveys relating to the Services. Any such feedback obtained from You will not be shared with any third parties except in an aggregated form with all identifying information pertaining to You removed. You shall have no obligation to participate in or respond to any such survey. This paragraph shall survive the termination, cancellation, or expiration of these Terms.
7. Proprietary Rights, Third Party Services
(a) Proprietary rights
All of ElevenFlo’ trademarks, service marks, and trade names, and the goodwill associated therewith (“ElevenFlo Marks”) shall remain the sole and exclusive property of ElevenFlo and, except as explicitly provided in these Terms with respect to attribution, You may not use ElevenFlo Marks without the express prior written consent of ElevenFlo.
All Services and Information published and distributed by ElevenFlo are protected by copyright pursuant to U.S. and international copyright laws and treaties. All such rights are reserved. To the extent any action or usage with respect to the Services or Information is explicitly permitted or authorized pursuant these Terms, such authorization is not intended to and shall not vest in You any ownership interests or other rights of any kind. You agree to abide by any and all additional copyright notices or restrictions contained in any Information accessed via the Services.
From time to time, You may submit to ElevenFlo comments, questions, enhancement requests, suggestions, ideas, process descriptions or other information related to the Services (“Feedback”). You agree that ElevenFlo has all right to use and incorporate Feedback into the Services without restriction or payment to You. In connection with certain of the Services, You may submit to ElevenFlo documents or other materials and You represent and warrant that You have the necessary power and authority to grant to ElevenFlo the right to use such documents or other materials in connection with providing the Services.
(b) Third party services and content
The Services may include access to websites or content, data and/or other services or materials from third parties not controlled by ElevenFlo (“Third Party Services”). For example, the Platform may allow You to access information and documents from websites owned and operated by the U.S. Government, including but not limited to the U.S. Government’s court electronic records system known as PACER. ElevenFlo does not control such Third Party Services. You agree that ElevenFlo is not liable for any loss or damage which may be incurred by You as a result of the availability or usage of those Third Party Services or Your reliance on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such Third Party Services and You agree to defend, indemnify, and hold harmless ElevenFlo from any and all claims or liability arising from Your use of such Third Party Services. You agree and hereby acknowledge that ElevenFlo has an unrestricted right to use any data obtained on the Platform via PACER, royalty free and without limitation. Any concerns or questions related to Third Party Services should be directed to the owner or other appropriate contact person for such third party.
The rights granted and reserved to ElevenFlo and Your confidentiality and indemnification obligations in this Section 7 shall survive the termination, cancellation, or expiration of these Terms.
8. Disclaimer of Warranties
ElevenFlo obtains information from a wide variety of public and private sources. ElevenFlo believes information obtained from third party sources is reliable; however, these sources cannot be guaranteed as to their accuracy or completeness nor do we accept any responsibility for errors appearing in or omissions from the Information. You acknowledge and agree that the Information is provided as general information only. Any estimates presented in the Information are subject to change without notice. The delivery of the Services shall not, under any circumstances, create any implication that the Information is correct, and We do not undertake an obligation to update such Information at any time after the date noted therein. You acknowledge and agree that the Information available through the Service is not to be relied upon, and you further agree to independently verify any Information provided as part of the Services and which you intend to rely upon, and, if reasonably necessary, you should seek the assistance of a professional advisor in doing so. Nothing contained in the Information is intended to be, nor shall it be construed as legal advice, nor is it to be relied upon in making any decision. We do not act as legal counsel. Prior to making any decision, You are advised to consult with Your lawyer or other appropriate advisor to determine the suitability of any decision. No Information provided by ElevenFlo to You through the Services or otherwise, or communication by ElevenFlo to You, constitutes or should be construed as legal advice. You shall be solely responsible for any opinions, recommendations, forecasts or other comments made or actions taken based (in whole or in part) on any Information. You shall be solely liable for any claims, liability or damages resulting from any infringement of copyrights, trademarks, proprietary rights, or any other claims, damages or liability arising from or in connection with Your use of any portion of the Information or Services. To the greatest extent permitted by law, ElevenFlo specifically and expressly disclaims any and all representations or warranties, express or implied (including without limitation with respect to the operation of the platform, the accuracy or completeness of the Information, or the Services), including, without limitation, any representations or warranties of non-infringement, merchantability or fitness for a particular purpose and any warranties that may arise from course of dealing, course of performance or usage of trade. ElevenFlo cannot warrant the accuracy of all the Information or the content of the Platform or included in the Services. You agree that the use of and access to the Services is strictly on an “as is” and “as available” basis. You will bear all risk associated with your use of the internet or other means of communication or data transmission. You acknowledge that access to the Services may from time to time be unavailable, delayed, limited or slowed due to, without limitation, hardware failure, software failure, interruption of power supplies, maintenance, governmental or regulatory restrictions, court or tribunal orders or other human intervention; or any other cause (whether similar or dissimilar to any of the foregoing) whatsoever.
9. Exclusion of Liability
You may not assert claims for money damages in connection with or arising from the Platform, Services or Information. To the greatest extent permitted by law, we and our subsidiaries, affiliates, shareholders, members, directors, officers, employees, agents, representatives, licensors, successors, and assigns shall not be liable, whether jointly or severally, for any loss or damage (including without limitation any direct, indirect, special, incidental, consequential, or exemplary damages) howsoever caused.
The provisions of this Section 9 shall survive the termination, cancellation, or expiration of these Terms.10. Changes to the Terms and Changes to Services
ElevenFlo reserves the right to amend, remove, or add to the Terms at any time; such modifications are effective immediately. Your continued use of the Platform means that You accept any new or modified Terms. You can review the most current version of the Terms by clicking on the Platform’s “Terms & Conditions.”
ElevenFlo has the right to take any of the following actions in our sole discretion at any time and for any reason without giving You any prior notice: (a) restrict, suspend or terminate Your access to all or any part of the Platform; (b) change, suspend or discontinue all or any part of the Services; (c) change, move, or remove any Information; (d) deactivate or delete Your accounts and all related information and files in Your account; and (e) establish general practices and limits concerning access to the Platform and use of the Services. You agree that ElevenFlo will not be liable to You or any third party for taking these actions.
11. Indemnification
You understand and agree to defend, indemnify, and hold harmless ElevenFlo and our respective employees, contractors, officers, directors, and agents from all liabilities, claims, and expenses, including attorney’s fees, that arise from Your use or misuse of the Platform, Services or Information. ElevenFlo reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You. You agree to cooperate with us in asserting any available defenses to any asserted claim.
The provisions of this Section 11 shall survive the termination, cancellation, or expiration of these Terms.
12. General
These Terms are governed by and construed in accordance with the laws of the State of New York, without giving effect to the principles of conflicts of laws thereof. You and we agree that except for statutory or common law claims related to intellectual property and disputes that qualify for small claims court, any controversy or claim arising out of or relating to these Terms or any aspect of our relationship, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, will be resolved by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. Judgment on the award rendered by the arbitrator may be entered in any federal or state court of competent jurisdiction located in the County of New York in the State of New York.You agree that by entering into these Terms, You and we are each waiving the right to trial by jury, except as otherwise stated above. Any arbitration under these Terms will take place on an individual basis; class arbitrations and class actions are not permitted and, by entering into these Terms, You are giving up the ability to participate in a class action or class arbitration.
All issues are for the arbitrator to decide, except that issues relating to the scope, application, and enforceability of the arbitration provision are for the court to decide. New York law applies to any arbitration under this section, but the Parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The agreement to arbitrate, pursuant to this section, shall survive termination of these Terms. Unless the Parties agree in writing otherwise, the arbitration will take place in the County of New York in the State of New York. Any controversy or claim arising out of or relating to these Terms or any aspect of the Parties’ relationship not subject to arbitration will be brought in the courts of record of the State of New York in the Borough of Manhattan or the United States District Court, Southern District of New York.
Except as otherwise provided, these Terms and any supplemental terms that expressly reference these Terms on the Platform constitute the entire agreement between You and ElevenFlo and supersede all previous written or oral agreements. If any part of the Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. You may not assign these Terms. ElevenFlo may assign these Terms to a ElevenFlo affiliate and to a successor in interest in the event of a reorganization, merger, consolidation or sale of all or substantially all of its assets or stock. ElevenFlo’ rights and remedies are cumulative and not alternative. Neither any failure nor any delay by ElevenFlo in exercising its right, power, or privilege under these Terms will operate as a waiver of such right, power, or privilege or any future exercise thereof, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power or privilege, or the exercise (or future exercise) of any other right, power, or privilege. Any waiver by ElevenFlo of any breach of these Terms must be in writing.
The provisions of this Section 12 shall survive the termination, cancellation, or expiration of these Terms.
