Organization Terms of Service

Thank you for choosing Elodyn Inc for your company's business needs. Please read our Organization Terms of Service agreement carefully before accessing or using Elodyn Inc. Because it is such an important contract between us and our customers, we have tried to make it as clear as possible. For your convenience, we have presented these terms in a short non-binding summary followed by the full legal terms.

The Elodyn Inc Organization Terms of Service

Effective date: April 23, 2018

A. Definitions

Short version: We use these basic terms throughout the agreement, and they have specific meanings. You should know what we mean when we use each of the terms. There's not going to be a test on it, but it's still useful information.

1. The “Agreement” refers, collectively, to all the terms, conditions, notices contained or referenced in this document (the “Organization Terms of Service” or the "Terms") and all other operating rules, policies (including the Elodyn Privacy Policy) and procedures that we may publish from time to time on the Website. Most of our site policies are available at Elodyn’s Policies.
2. The “Service” refers to the applications, software, products, and services provided by Elodyn Inc (also known as Wavelength).
3. The “Website” refers to Elodyn’s website located at searchwavelength.com, and all content, services, and products provided by Elodyn at or through the Website. It also refers to Elodyn-owned subdomains of searchwavelength.com, such as app.searchwavelength.com.
4. "Customer", “You,” and “Your” refer to the company, or organization that has visited or is using the Website or Service; that accesses or uses any part of the account; or that directs the use of the account in the performance of its functions.
5. "User" refers to the individual who has visited or is using the Website or Service on your behalf; that accesses or uses any part of the account on your behalf; or that directs the use of the account in the performance of their functions on your behalf. A User must be at least 13 years of age.
6. “Elodyn,” “We,” and “Us” refer to Elodyn, Inc., as well as our affiliates, directors, subsidiaries, contractors, licensors, officers, agents, and employees.
7. An "Admin Account" refers to any account created by a User on behalf of an entity, such as a company, non-profit organization, or group.
8. “Content” refers to content featured, displayed, or sent through the Website, including without limitation text, data, articles, images, photographs, graphics, software, applications, designs, features, and other materials that are available on the Website or otherwise available through the Service. "Content" also includes Services. “User-Generated Content” is Content, written or otherwise, created or uploaded by our Users. "Your Content" is Content that you create or own.
9. "Initial Service Term" refers to the first month to date after accepting the Agreement.

B. Account Terms

Short version: A human must create your account; the creator and Users of your account must be 13 or over; you must provide a valid email address; and you may not have more than one free account. You alone are responsible for your account and anything that happens while you are signed in to or using your account. You are responsible for keeping your account secure.

1. Required Information

You must provide a valid email address and your organization’s name in order to complete the signup process.

2. Organization Terms Applicability

The Organization Terms of Service Agreement applies only if you are entering into an agreement with Elodyn on behalf of an entity, such as a company, non-profit organization, or group. If you are entering into an agreement with Elodyn as an individual, you should not sign this Agreement; please use the Elodyn Terms of Service. To the extent these terms conflict with any other terms you've accepted for use of searchwavelength.com, these terms will govern with respect to any work you do on Elodyn on behalf of Customer.

If you are entering into this Agreement on behalf of an entity, you represent that you are authorized to enter into the Agreement and bind the entity to these Terms.

3. Admin Account Requirements

You must create an individual account before you can create an Admin Account. We have a few simple rules for individual accounts on Elodyn:

• You must be a human to create an account. Accounts registered by "bots" or other automated methods are not permitted.
• You may not create an account for the use of any User under the age of 13. Elodyn does not target our Service to children under 13, and we do not permit any Users under 13 on our Service. If we learn of any User under the age of 13, we will terminate that User’s account immediately. If you are a resident of a country outside the United States, your country’s minimum age may be older; in such a case, you are responsible for complying with your country’s laws.
• Your login may only be used by one person — i.e., a single login may not be shared by multiple people. A paid organization account may create separate logins for as many users as its subscription allows.
• Overall, the number of Users must not exceed the number of accounts you've ordered from us.

4. User Account Security

You are responsible for keeping your account secure while using Elodyn. The content of your account and its security are up to you.

• You are responsible for all content activity that occurs under its account.
• You are responsible for maintaining the security of its account and password. Elodyn cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
• You will promptly notify Elodyn if you become aware of any unauthorized use of, or access to, our Service through your account, including any unauthorized use of your password or account.

5. Additional Terms

In some situations, third parties' terms may apply to your use of Elodyn. For example, you may be a member of an organization on Elodyn with its own terms or license agreements; you may download an application that integrates with Elodyn; or you may use Elodyn to authenticate to another service. Please be aware that while these Terms are our full agreement with you, other parties' terms govern their relationships with you.

C. Acceptable Use

Short version:  While using the service, you must follow this Acceptable Use Policy, which includes some restrictions on content you can post and send, conduct on the service, and other limitations. In short, be excellent to each other.

1. Compliance with Laws and Regulations

Your use of the Website and Service must not violate any applicable laws, including copyright or trademark laws, export control laws, or other laws in your jurisdiction. You are responsible for making sure that your and your Users' use of the Service is in compliance with laws and any applicable regulations.

2. Content Restrictions

You agree that under no circumstances will you or your Users upload, post, host, or transmit any content that:

• is unlawful;
• contains or installs any active malware or exploits, or uses our platform for exploit delivery (such as part of a command and control system); or
• infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity, or other rights.

3. Conduct Restrictions

While using Elodyn, you agree that under no circumstances, will you:

• harass, abuse, threaten, or incite violence towards any individual or group, including Elodyn employees, officers, and agents, or other Elodyn Users;
• use our servers for any form of excessive automated bulk activity (for example, spamming), or relay any other form of unsolicited advertising or solicitation through our servers, such as get-rich-quick schemes;
• attempt to disrupt or tamper with Elodyn's servers in ways that could harm our Website or Service, to place undue burden on Elodyn's servers through automated means, or to access Elodyn's Service in ways that exceed your authorization;
• impersonate any person or entity, including any of our employees or representatives, including through false association with Elodyn, or by fraudulently misrepresenting your identity or site's purpose; or
• violate the privacy of any third party, such as by posting another person's personal information without consent.

4. Services Usage Limits

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without Elodyn's express written permission.

5. Scraping

Scraping refers to extracting data from our Website via an automated process, such as a bot or webcrawler.

You may not scrape Elodyn for spamming purposes, including for the purposes of selling Elodyn users' personal information, such as to recruiters, headhunters, and job boards.

All use of Elodyn data gathered through scraping must comply with the Elodyn Privacy Policy.

6. Privacy

Misuse of Elodyn Users' Personal Information is prohibited.

Any person, entity, or service collecting data from Elodyn must comply with the Elodyn Privacy Policy, particularly in regards to the collection of our Users' Personal Information (as defined in the Elodyn Privacy Statement). If you collect any Elodyn User's Personal Information from Elodyn, you agree that you will only use the Personal Information you gather for the purpose for which our User has authorized it. You agree that you will reasonably secure any Personal Information you have gathered from Elodyn, and you will respond promptly to complaints, removal requests, and "do not contact" requests from Elodyn or Elodyn Users.

7. User Protection

You agree not to engage in activity that significantly harms our Users. We will resolve disputes in favor of protecting our Users as a whole.

D. User-Generated Content

Short version: You own content you create, but you allow us certain rights to it. You still have control over your content, and responsibility for it, and the rights you grant us are limited to those we need to provide the service. We have the right to remove content or close accounts if we need to.

1. Responsibility for User-Generated Content

You may create or upload User-Generated Content while using the Service. You are solely responsible for the content of, and for any harm resulting from, any User-Generated Content that you or your Users post, upload, link to or otherwise make available via the Service, regardless of the form of that Content. We are not responsible for any public display or misuse of your User-Generated Content.

2. Elodyn May Remove Content

We do not pre-screen User-Generated Content, but we have the right (though not the obligation) to refuse or remove any Elodyn Content that, in our sole discretion, violates any Elodyn terms or policies.

3. Ownership of Content, Right to Post, and License Grants

You retain ownership of and responsibility for Content you and your Users create or own ("Your Content"). If you're sending or displaying anything you or your Users did not create yourselves and on your behalf, or do not own the rights to, you agree that you and your Users are responsible for any of that Content; that you will only submit Content that you have the right to post; and that you will fully comply with any third party licenses relating to Content you send or display.

Because you retain ownership of and responsibility for Your Content, we need you to grant us — and other Elodyn users — certain legal permissions, listed in Sections D.4 — D.7. These license grants apply to Your Content. If you upload Content that already comes with a license granting Elodyn the permissions we need to run our Service, no additional license is required. You understand that you will not receive any payment for any of the rights granted in Sections D.4 — D.7. The licenses you grant to us will end when you remove Your Content from our servers.

4. License Grant to Us

We need the legal right to do things like host Your Content, publish it (for instance, in the case of donation messaging and FAQ text), and share it. You grant us and our legal successors the right to store, parse, and display Your Content, and make incidental copies as necessary for two purposes. The first is to serve you and to render the Website and provide the Service. The second is to improve the Service. This includes the right to do things like copy it to our database and make backups; show it to you and users associated with your organization; parse it into a search index or otherwise analyze it on our servers; and share it with other users associated with your organization.

This license does not grant Elodyn the right to sell Your Content or otherwise distribute or use it outside of our provision of the Service.

5. License Grant to Other Users

Any User-Generated Content you or your Users post publicly, including donation text, FAQs, and organization images may be viewed by others.

If you are uploading Content you did not create or own, you are responsible for ensuring that the Content you upload is licensed under terms that grant these permissions to other Elodyn users.

6. Moral Rights

You retain all moral rights to Your Content that you or your Users upload, publish, or submit to any part of the Service, including the rights of integrity and attribution. However, you waive these rights and agree not to assert them against us, to enable us to reasonably exercise the rights granted in Section D.4, but not otherwise.

To the extent this agreement is not enforceable by applicable law, you grant Elodyn the rights we need to use Your Content without attribution and to make reasonable adaptations of Your Content as necessary to render the Website and provide the Service.

E. Private Communication

Short version: You may communicate privately. We treat the content of private communication as confidential, and we only access it for support reasons, with your consent, or if required to for security reasons.

1. Control of Private Communication.

All accounts allow the User to control access to Content.

2. Confidentiality of Private Communication.

Elodyn considers the contents of private communication to be confidential to you. Elodyn will protect the contents of private communication from unauthorized use, access, or disclosure in the same manner that we would use to protect our own confidential information of a similar nature and in no event with less than a reasonable degree of care.

3. Access.

Elodyn employees may only access the content of your private communication in the following situations:

• With your consent and knowledge, for support reasons. If Elodyn accesses your private communication for support reasons, we will only do so with the owner’s consent and knowledge.
• When access is required for security reasons.

4. Exclusions.

If we have reason to believe the contents of private communications are in violation of the law or of these Terms, we have the right to access, review, and remove them. Additionally, we may be compelled by law to disclose the contents of your private repositories.

F. Copyright Infringement and DMCA Policy

As Elodyn Inc asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by SearchWavelength.com violates your copyright, you are encouraged to notify Elodyn Inc. Elodyn Inc will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. Elodyn Inc will terminate a visitor’s access to and use of the Website if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of Elodyn Inc or others. In the case of such termination, Elodyn Inc will have no obligation to provide a refund of any amounts previously paid to Elodyn Inc.

G. Intellectual Property Notice

Short version: We own the service and all of our content. In order for you to use our content, we give you certain rights to it, but you may only use our content in the way we have allowed.

1. Elodyn's Rights to Content

Elodyn and our licensors, vendors, agents, and/or our content providers retain ownership of all intellectual property rights of any kind related to the Website and Service. We reserve all rights that are not expressly granted to you under this Agreement or by law. The look and feel of the Website and Service is copyright © Elodyn, Inc. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS, Javascript, or visual design elements or concepts without express written permission from Elodyn.

2. Elodyn Trademarks and Logos

If you’d like to use Elodyn’s trademarks, you must follow all of our trademark guidelines, including those on our logos page.

H. Communications with Elodyn

Short version: We use email and other electronic means to stay in touch with our users.

1. Electronic Communication Required

For contractual purposes, you (1) consent to receive communications from us in an electronic form via the email address you have submitted or via the Service; and (2) agree that all Terms of Service, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that those communications would satisfy if they were on paper. This section does not affect your non-waivable rights.

2. Legal Notice to Elodyn Must Be in Writing or via Email

Communications made through Elodyn Support's messaging system will not constitute legal notice to Elodyn or any of its officers, employees, agents or representatives in any situation where notice to Elodyn is required by contract or any law or regulation.

I. Payment

Short version: You pay monthly on the day you accepted the agreement (ie the 5th of every month) based on your tier and number of members of your group. You may be invoiced.

1. Payment required at the start of each term

You will pay Elodyn the then applicable fees described in the "Get Started" form on https://searchwaveleng.com/get-started in accordance with the terms therein (the “Fees”).  If your use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), you shall be billed for such usage and you agree to pay the additional fees in the manner provided herein.  Elodyn reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to you (which may be sent by email). If you believe that Elodyn has billed you incorrectly, you must contact Elodyn no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.  Inquiries should be directed to Elodyn's customer support department.

2. Invoices

Elodyn may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Elodyn thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.

J. Termination

Short version: This Agreement gets renewed every month unless either you or Elodyn cancel. Elodyn can terminate if you materially breach this agreement.

1. Monthly renewal

Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term, unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

2. Terminate for material breach

In addition to any other remedies it may have, Elodyn may also terminate this Agreement with notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement.  You will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Elodyn will make all your Customer Data available to you for electronic retrieval for a period of thirty (30) days, but thereafter Elodyn may, but is not obligated to, delete your stored Customer Data.

K. Changes to These Terms

Short version: We want our users to be informed of important changes to our terms, but some changes aren't that important — we don't want to bother you every time we fix a typo. So while we may modify this agreement at any time, we will notify users of any changes that affect your rights and give you time to adjust to them.

We reserve the right, at our sole discretion, to amend these Terms of Service at any time and will update these Terms of Service in the event of any such amendments. We will notify our Users of material changes to this Agreement at least 30 days prior to the change taking effect by posting a notice on our Website. For non-material modifications, your continued use of the Website constitutes agreement to our revisions of these Terms of Service.

We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part of it) with or without notice.

L. Miscellaneous

1. Governing Law

Except to the extent applicable law provides otherwise, this Agreement between you and Elodyn and any access to or use of the Website or the Service are governed by the federal laws of the United States of America and the laws of the State of California, without regard to conflict of law provisions. You and Elodyn agree to submit to the exclusive jurisdiction and venue of the courts located in the City and County of San Francisco, California.

2. Non-Assignability

Elodyn may assign or delegate these Terms of Service and/or the Elodyn Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent, including the license grant in Section D.4. Except in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of your business or assets, subject to Notice to Elodyn, you may not assign or delegate any rights or obligations under the Terms of Service or Privacy Statement without our prior written consent, and any unauthorized assignment and delegation by you is void.

3. Section Headings and Summaries

Throughout this Agreement, each section includes titles and brief summaries of the following terms and conditions. These section titles and brief summaries are not legally binding.

4. Severability, No Waiver, and Survival

If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties’ original intent. The remaining portions will remain in full force and effect. Any failure on the part of Elodyn to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.

5. Amendments; Complete Agreement

This Agreement may only be modified by a written amendment signed by an authorized representative of Elodyn, or by the posting by Elodyn of a revised version in accordance with Section I. Changes to These Terms. These Terms of Service, together with the Elodyn Privacy Policy, and Elodyn Inc SaaS Service Agreement, represent the complete and exclusive statement of the agreement between you and us. This Agreement supersedes any proposal or prior agreement oral or written, and any other communications between you and Elodyn relating to the subject matter of these terms, including any confidentiality or nondisclosure agreements.

6. Publicity

If you publicly display the name of your company or organization on your account or otherwise publicly display its trademarks or logos on your profile page, you allow us to use your company's or organization's name to identify you as an Elodyn customer in our promotional materials. You may revoke this permission by notifying us in writing to stop using your organization's name in our promotional materials. However, Elodyn will have no obligation to remove or recall any prior use or distribution of the promotional materials.

7. Questions

Questions about the Terms of Service? Contact us at [e-mail].