Terms of Service

Please read these Terms of Service (the “Terms”) carefully because they govern your use of the Elafris technologies and services that you can access on this and other websites, via digital agents and third-party apps (the “Technologies”), through which individuals can request the purchase of goods and services, receive information, or request the performance of tasks via a variety of physical devices, apps and third party technologies. To make these Terms easier to read, Elafris’s services and the Technologies are collectively called the “Services.”

Agreement to Terms

By using the Elafris Services, you agree to be bound by these Terms. If you don’t agree to these Terms, please do not use the Services.

Changes to Terms or Services

Elafris may modify the Terms at any time, in its sole discretion. If it does so, it will let you know either by posting the modified Terms on the Services or through other methods of communication. It’s important that you review the Terms whenever it modifies them because, if you continue to use the Services after it have posted modified Terms on the Services, you are indicating that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may not use the Services anymore. Because Elafris Services are evolving over time it may change or discontinue all or any part of the Services, at any time and without notice, in its sole discretion.

Who May Use the Services, Eligibility

You may use the Services only if you can both form a binding contract with Elafris and are not barred from using the Services under any applicable law.

Registration and Your Information

If you want to use the Services, you may be required to create an account (“Account”) by third-party services which use the Services, including websites, applications and devices where you are able to use the Services. Fees and purchase costs associated with these accounts are your sole responsibility. Review the terms of use and privacy policies for these third-party services as you are responsible for any costs or risks of using these services.

Using the Services

The Services are a set of computer programs that use artificial intelligence and other advanced technologies to fulfill users’ requests to make purchase and to perform tasks, and to receive information (each a “Request”). The Services allow you to communicate by sending text-based or voice-based messages, images or photos, which enable the Services complete the your Requests. Requests you submit through the Services will be fulfilled, in Elafris’s sole discretion, automatically by the Services, by its own team members, or by third-party entities who are providing the requested purchases or information, or who are performing the requested tasks.

Pricing and Payment Terms

You will be charged for each purchase your request through the Services. You agree to pay such charges, and any other fees (such as any Elafris commission for fulfilling your Request) and taxes that may accrue in relation to your use of the Services (collectively, “Fees”). All payments from you will be processed via the credit card or third party payment processing account you authorized at the time of your purchase, and you represent that any payment information you supply is true and complete. You authorize Elafris’s third party payment processor to charge your payment method for the applicable Fees. All amounts referred to in these Terms, including those set forth through the Services, are stated in U.S. dollars and do not include any applicable taxes. You are be responsible for the payment of any taxes charged to any payments made, except taxes based on Elafris business income. Third-party merchants, not Elafris, determine the prices for products and task services. Such prices do not include any shipping and handling charges or applicable taxes, which will be communicated to you before you confirm your order.

Terms Applicable to Your Purchases

Orders and Fulfillment

All of your purchases are subject to acceptance. Acceptance will occur upon Elafris’s receipt of a purchase confirmation from the merchant. Elafris reserves the right not to accept your request or transaction for any reason or no reason at all.

Shipment

Merchants, and not Elafris, are responsible for shipping purchases and delivering their services requested by you via the Services. You will receive notice of shipment and timing of delivery for such purchases from the merchant, and you will be charged shipping and handling charges accordingly based on your choices.

Warranty Disclaimer with Respect to Purchases

The products and services purchased by you through the Services are not Elafris products and services, and Elafris disclaims any and all warranties relating to such purchases. Each merchant is fully responsible for the products and services it provides to you. You waive and release Elafris and its subsidiaries, affiliates, partners, officers, directors, employees and agents from any and all injuries, damages, claims, liabilities, and costs such purchases may cause you to suffer arising from or related to any act or omission of any merchant in connection with the merchant’s products and services. Elafris is not responsible for examining or evaluating, and it do not warrant the offerings of, any merchant or merchant products or the content of any Merchant website to which you can link via the Services. Elafris does not assume any responsibility or liability for the actions, products, services and content of merchants or any other third parties.

Damaged or Defective Purchases

Elafris is not responsible for:

  1. (i) any damage resulting from improper packing, storage or handling
  2. (ii) purchases delivered to you in a misrepresented/mislabeled or non-saleable condition.
  3. (iii) deteriorated or otherwise defective products

(collectively, “Damaged or Defective Product”). You may be entitled to a refund or credit of the purchase price you paid for any Damaged or Defective Product, provided that you return such Damaged or Defective Product to the applicable merchant in accordance with the “Returns and Refunds” procedures set forth in such merchants sales terms.

Terms Applicable to Your Task Requests

Elafirs reserves the right not to accept your order for a task or process your order or any transaction for any or no reason.

Disclaimer of Liability for performance of tasks

Elafris is not involved in the completion of tasks. It does not have control over and disclaim all liability for the quality, timing, legality, failure to provide, or any other aspect whatsoever of any tasks performed by service providers. Elafris makes no representations about the suitability, reliability, or accuracy of the tasks requested of and performed by service providers.

Disputes and Release

In the event that you have a dispute with one or more service providers, you agree to address such dispute directly with the service providers in question and you release Elafris, and its officers, directors, agents, investors, subsidiaries, and employees, from any and all claims, demands, or damages, whether actual or consequential, of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute. If a dispute arises between you and a service provider in connection with a task, Elafirs may, in its sole discretion, facilitate communication between you and the service provider in connection with such dispute. If such a dispute is unable to be resolved between you and a service provider, Elafris may, in its sole discretion, intervene in such dispute and take any actions it deems appropriate.

Classification of Service Providers

The service providers that perform tasks are not employees, agents or contractors of Elafris, nor are they otherwise in a direct or indirect working or service provider relationship with Elafris. You acknowledge that Elafris does not, in any way, supervise, direct, or control a service provider’s work or tasks performed in any manner. Elafris does not set a service provider’s work hours or location of work. Elafris will not provide a service provider with training or any equipment, labor or materials needed for a particular Task. The Services are not an employment service and Elafris does not serve as an employer of any service provider. As such, Elafris will not be liable for any tax or withholding, including but not limited to unemployment insurance, employer’s liability, social security or payroll withholding tax in connection with your use of a service provider’s services. You agree to indemnify, hold harmless and defend Elafris from any and all claims by or on behalf of a service provider that a service provider was misclassified as an independent contractor and/or that the service provider maintained an employment relationship of any kind, including, any and all liabilities arising from a determination by a court, arbitrator, government agency or other body that a service provider was an Elafris employee (including, but not limited to, taxes, penalties, interest and attorney’s fees), any claim that Elafris was an employer or joint employer of a service provider, as well as claims under any employment-related laws, such as those relating to employment termination, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits.

Returns and Refunds

Returns of, or refunds in connection with, purchases made through the Services must be handled directly between you and the applicable merchant or service provider. You understand and agree that it is in each merchant’s or service provider’s sole discretion as to which of its products or services will be eligible for return, replacemen, refund, or for merchant credit. If Elafris has charged you a commission in connection with fulfilling a Request, and the applicable purchase is refunded, Elafris may, in its sole discretion, refund such commission to you.

Feedback

Elafris welcomes feedback, comments and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing the Elafris Privacy Team, team@elafris.com. You grant to Elafris a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

Privacy Policy

Please refer to the Elafris Privacy Policy for information on how Elafris collects, uses and discloses information from users of the Services.

Content and Content Rights

For purposes of these Terms:

  1. “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services.
  2. “User Content” means any Content that account holders, including you, provide to be made available through the Services. Content includes without limitation User Content.

Content Ownership, Responsibility and Removal

Elafris does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your own User Content. Subject to the foregoing, Elafris and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.

Rights in User Content Granted by You

By making any User Content available through Services you hereby grant to Elafris a non-exclusive, transferable, sub-licenseable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, publicly display, publicly perform and distribute your User Content in connection with operating and providing the Services and Content. You are solely responsible for all of your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant Elafris the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Elafris on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. You can remove your User Content by specifically deleting it. However, in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Services. Elafris is not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.

Rights in Content Granted by Elafris

Subject to your compliance with these Terms, Elafris grants to you a limited, non-exclusive, non-transferable, non-sublicensable license to access and view the Content solely in connection with your permitted use of the Services and solely for your personal and non-commercial purposes.

Alerts and Notifications

As part of the Services, you may, if enabled, receive push notifications, text messages, alerts, emails, or other types of messages directly sent to you (“Push Messages”). If you decide to enable such Push Messages, you agree to receipt of communications from Elafris via the Push Messages. You have control over the Push Messages settings, and can opt in or out of receiving these Push Messages through the Services (with the possible exception of infrequent, important service announcements and administrative messages). Please be aware that third party messaging fees may occur relating to these Push Messages depending on the message plan you have with your wireless carrier. By agreeing to these Terms, you authorize Elafris to send Push Messages to you, including text messages to your mobile phone.

Acceptable Use of the Services

You agree not to do any of the following:

  • Post, upload, publish, submit or transmit any Content or message that may:
    • infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy;
    • violate, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
    • be fraudulent, false, misleading or deceptive;
    • be defamatory, obscene, pornographic, vulgar or offensive;
    • promote discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;
    • be violent or threatening or promote violence or actions that are threatening to any person or entity; and/or
    • promote illegal or harmful activities or substances.
  • Use, display, mirror or frame the Services or any individual element within the Services, Elafris’s name, any Elafris trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Elafris’s express written consent;
  • Access, tamper with, or use non-public areas of the Services, Elafris’s computer systems, or the technical delivery systems of Elafris’s providers;
  • Attempt to probe, scan or test the vulnerability of any Elafris system or network or breach any security or authentication measures;
  • Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Elafris or any of Elafris’s providers or any other third party (including another user) to protect the Services or Content;
  • Attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Elafris or other generally available third-party web browsers;
  • Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
  • Use any meta tags or other hidden text or metadata utilizing an Elafris trademark, logo URL or product name without Elafris’s express written consent;
  • Use the Services or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
  • Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Content to send altered, deceptive or false source-identifying information;
  • Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Content;
  • Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
  • Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
  • Impersonate or misrepresent your affiliation with any person or entity;
  • Violate any applicable law or regulation; and/or
  • Encourage or enable any other individual to do any of the foregoing.

Elafris is not obligated to monitor access to, or use of, the Services or Content, or to review or edit any Content, however, it retains the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. Elaris reserves the right, but is not obligated, to remove or disable access to any Content at any time and without notice, including, but not limited to, if it considers, at its sole discretion, any Content to be objectionable or in violation of these Terms. Elafris has the right to investigate violations of these Terms or conduct that affects the Services. It may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

Copyright & DMCA Policy

Elafris respects copyright law and expect its users to do the same. Elafris’s policy is to terminate, in appropriate circumstances, access to the Services for any user who repeatedly infringe the rights of copyright holders. Please review the full Elafris DMCA & Copyright Policy for specifics regarding copyright and DMCA issues.

Links to Third Party Websites or Resources

The Services may contain links to third-party websites or resources. Elafris provides these links as a convenience and are not responsible for the content, products or services on or available from those websites or resources, or for any links displayed on such websites. You acknowledge sole responsibility for, and assume all risk arising from, your use of any third-party websites or resources.

Termination

At any time and In its sole discretion, Elafris may terminate your access to, and your use of, the Services without notice to you. Upon any termination, discontinuation or cancellation of access to the Services, the following provisions of these Terms will survive: Feedback; the first paragraph of Content Ownership, Responsibility and Removal regarding Elafris’s ownership of the Content and Services; Termination; Warranty Disclaimers; Indemnity; Limitation of Liability; Dispute Resolution; and General Terms.

Warranty Disclaimers

The Services and Content are provided “AS IS,” without warranty of any kind. Without limiting the foregoing, ELAFRIS EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. ELAFRIS EXPLICITLY DISCLAIM ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY SERVICE PROVIDER OR OTHER THIRD PARTY. Elafris makes no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. Elafris makes no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content. You are responsible for selecting Products and Tasks appropriate to your needs, and Elafris does not warrant any Products or Tasks (or any goods or services associated therewith) purchased by you. Elafris does not provide any warranties or guarantees regarding any service provider’s professional accreditation, registration, or license.

Indemnity

You promise to indemnify and hold harmless Elafris and its officers, directors, employee and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with:

  • your access to, or use of, the Services or Content
  • your User Content
  • your violation of these Terms

Limitation of Liability

NEITHER ELAFRIS NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ELAFRIS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

IN NO EVENT WILL ELAFRIS ’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO ELAFRIS FOR USE OF THE SERVICES OR CONTENT OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO ELAFRIS, AS APPLICABLE.

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ELAFRIS AND YOU.

Dispute Resolution

Governing Law

These Terms and any actions related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions.

Agreement to Arbitrate

You and Elafris agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right to:

  • bring an individual action in small claims court; and/or
  • seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.

The exclusive jurisdiction and venue of any IP Protection Action will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts. You acknowledge and agree that you and Elafris are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Elafris otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.

Arbitration Rules

Any arbitration relating to these Terms or actions arising out of the use of the Services will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available here or by calling the AAA at 1-800-778-7879) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

Arbitration Process

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration and a separate form for California residents) The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

Arbitration Location and Procedure

Unless you and Elafris otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and Elafris submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator’s Decision

The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorney fees and expenses, to the extent provided under applicable law. Elafris will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.

Fees

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Elafris will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

Changes

Notwithstanding the provisions of the “Changes to Terms or Services” section above, if Elafris changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending Elafris written notice (including by email to team@elafris.com) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Elafris’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Elafris in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

General Terms

These Terms constitute the entire and exclusive understanding and agreement between Elafris and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Elafris and you regarding the Services and Content. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

You may not assign or transfer these Terms, by operation of law or otherwise, without Elafris’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be ineffective and considered null and void. Elafris may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Any notices or other communications provided by Elafris under these Terms, including those regarding modifications to these Terms, will be given via email with the date of receipt deemed to be the date on which such notice is transmitted.

Elafris’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Elafris. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Contact Information

If you have any questions about these Terms or the Services, please contact Elafris at:

Elafris, Incorporated

795 Folsom St, 1st Floor

San Francisco CA 94107 USA

team@elafris.com

Effective Date: December 12, 2018

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