Elli Creators

Terms and Conditions

Welcome to Elli Creators (“ Elli” or the “Company”) (the “Platform”), which aims to connect businesses (referred to as "Brands") with the user community on social media (referred to as "Creators") for social media marketing, user-generated content, and related activities. By accessing, browsing or using our Platform, you are agreeing to comply with and be bound by the following Terms and Conditions (the “Terms”). Please review these Terms carefully before using the Platform. Do not continue to use the Platform if you are unwilling or unable to be bound by the Terms stated on this page.

Elli may, without notice to you, modify the Terms at any point in time any other information contained on the Platform. You understand and agree that your access to or use of the Platform is governed by the Terms effective at the time of your access to or use of the Platform. You should revisit these Terms on a regular basis as revised versions will be binding on you. Any such modification will be effective upon our posting of new Terms. You understand and agree that your continued access to or use of the Platform after the effective date of modifications to the Terms indicates your acceptance of the modifications.

1. DEFINITIONS

A. Parties

"You" and "your" refer to you as a user of the Platform. A "user" is someone who accesses, browses, crawls, scrapes, or in any way uses the Platform.

B. Content

" Content" means text, images, photos, audio, video, location data, and all other forms of data or communication. "Your Content" means Content that you submit or transmit to, through, or in connection with the Platform, such as ratings, reviews, compliments, invitations, check-ins, messages, and information that you publicly display or displayed in your account profile. "User Content" means Content that users submit or transmit to, through, or in connection with the Platform. "Company Content" means Content that we create and make available in connection with the Platform. "Third Party Content" means Content that originates from parties other than Elli or its users, which is made available in connection with the Platform. "Platform Content" means all of the Content that is made available in connection with the Platform, including Your Content, User Content, Third Party Content, and Elli Content.

C. Brand

D. Creator

E. Any use of the above terminology or other words in the singular, plural, capitalization and/or he/she or they are taken as interchangeable and therefore as referring to the same.

2. COOKIES

We employ the use of cookies. By accessing our Platform, you agree to use cookies in agreement with Elli's Privacy Policy. Cookies are used by our Platform to enable the functionality of certain areas to make it easier for people visiting our Platform. Some of our affiliate/advertising partners may also use cookies.

3. CONTENT

A. Ownership

Elli owns all Content, including but not limited to text, logos, images, videos, and software visual interfaces, interactive features, graphics, design and compilation, including, but not limited to, our compilation of User Content and other Platform Content, computer code, products, software, aggregate user review ratings, and all other elements and components of the Platform excluding Your Content, User Content and Third Party Content. Unless otherwise stated, Elli and/or its licensors own the intellectual property rights for all materials on the Platform. All intellectual property rights are reserved. You may access this from the Platform for your own personal use subjected to restrictions set in these Terms. We also own the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world ("IP Rights") associated with the Elli Content and the Platform, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws. As such, you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the Content in whole or in part except as expressly authorized by us. We do not grant you any express or implied rights, and all rights in and to the Platform and the Elli Content are retained by us.

B. Advertising

Elli and its licensees may publicly display advertisements and other information adjacent to or included with Your Content. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you.

C. Other

User Content (including any that may have been created by users employed or contracted by Elli) does not necessarily reflect the opinion of Elli. We reserve the right to remove, screen, edit, or reinstate User Content from time to time at our sole discretion for any reason or no reason and without notice to you. We have no obligation to retain or provide you with copies of Your Content, nor do we guarantee any confidentiality with respect to Your Content.

4. YOUR USE OF THE PLATFORM

A. Eligibility

To access or use the Platform, you must be eighteen (18) years or older and have the requirements, power and authority to enter into these Terms. You may not access or use the Platform if you are a competitor of ours, or if we have previously banned you from the Platform, or closed your account.

B. Permission to Use the Platform

We grant you permission to use the Platform subject to the restrictions in these Terms. Your use of the Platform is at your own risk.

C. Platform Availability

The Platform may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability.

D. User Accounts

You must create an account and provide certain information about yourself in order to use some of the features that are offered through the Platform. You are responsible for maintaining the confidentiality of your account password. You are also responsible for all activities that occur in connection with your account. You agree to notify us immediately of any unauthorized use of your account. We reserve the right to close your account at any time for any or no reason.

You will also provide information which will contain certain personal details and Payment Information that may vary based upon your use of the Platform, as we may not require payment information until you wish to make a transaction. By continuing to use the Platform you represent and warrant that:

Your creation of an Account is a further affirmation of your representation and warranty. It is recommended that you do not share your Account details, particularly your username and password. We accept no liability for any losses or damages incurred as a result of your Account details being shared by you. If you use a shared computer, it is recommended that you do not save your Account details in your Internet browser or on a mobile phone.

If you have reason to believe that your Account details have been compromised and/or obtained by another without consent, you should contact (Add email Address) immediately to suspend your Account and cancel any unauthorized services or payments that may be pending.

E. Mediums of Communications

By creating an account, you agree to receive certain communications in connection with the Platform. For example, you might receive compliments or friend requests from other Users. You will also receive our e-mail newsletter about happenings in our business.

You represent and warrant that:

We are entitled to all of the rights to the content that you post on our Platform and social media and have all necessary licenses and consents to do so; that the use and comments do not invade any intellectual property right, including without limitation copyright, patent or trademark of any third party; the comments do not contain any defamatory, libelous, offensive, indecent or otherwise unlawful material which is an invasion of privacy; and the use and comments will not be used to solicit or promote business or custom or present commercial activities or unlawful activity. Elli reserves the right to monitor all use and comments and to remove any comments which can be considered inappropriate, offensive or causes breach of these Terms.

By posting content or submitting material, and unless we indicate otherwise, you hereby grant Elli a non-exclusive license to use, reproduce, modify, adapt, publish, translate, distribute, display, and authorize such content for others to use, reproduce and edit any of your comments throughout the world in any media now known or later developed.

F. Your Privacy

Elli’s Privacy Policy, as it may change from time to time, applies to the collection and use of your information and is made a part of these Terms by this reference.

G. Terms for Creators:

1. Eligibility: In order to participate in tasks and earn compensation through Elli, Creators must meet the minimum standards which include their social media channels (including but not limited to Instagram, Facebook, Tiktok, and youtube shorts) and must not contain any inappropriate, unethical, disrespectful content, or content that violates these Terms or the terms of use of the relevant social media platform. In case a Creator does not meet the minimum standards, they may not be able to participate in tasks or access the full functionality of the Platform.

2. Compensation: Creators are compensated for the content they create after the content is uploaded to the Platform and accepted by the Brand. By uploading the content to the Platform, the Creator agrees to transfer all rights, title, and interest in all Intellectual Property Rights of the content to the Brand. The Creator must not post such content on their own social media channels unless permitted by the Brand.

3. Terms for Participating in a Task:

3.1 Content must adhere to the requirements stated in these Terms and any additional requirements imposed by the Brand and Elli at the time of content submission for approval. The Brand or Elli may reject content that does not comply with these Terms until all requirements are met.

3.2 The Creator warrants, in respect to each piece of content created for tasks, that

- The Creators hereby agrees that Brands and Elli have the right to use my content on their Platform and social media.

- The Creator is of legal age to create, own, and operate social media channels.

- The Creator owns the Intellectual Property Rights in the content and is not restricted from assigning the Intellectual Property Rights to the Brand as set out in these Terms.

- The content does not violate the privacy rights, contract rights, or other rights (including Intellectual Property Rights) of any person, corporation, or entity.

- The content does not contain any misrepresentation or suggestion that the Creator or any third party has the approval or sponsorship of any other party, which the Creator or such third party does not have.

- Any statements in the content regarding the Creator's use and experience of the Brand or the Brand's products or services are true, correct, and representative of the Creator's opinion, regardless of whether the Creator is paid for such content or not. The statements must fairly represent the Creator's use and experience. The Creator must promptly notify Elli if their opinion of the Brand changes from what they have expressed to date.

- The content does not contain any representations or materials that the Creator knows or suspects (or should have reasonably known or suspected) to be false, misleading, or deceptive.

- The content is original and does not contain materials that have been previously broadcast, streamed, published, posted on any social media channel, or otherwise communicated to the public by the Creator in any way. The content must not contain materials that have been used in previous marketing materials or promotions for any third party or infringe the rights of any third party.

- The Creator has not entered into any other agreement, arrangement, or understanding with any guild, union, industrial organization, or third party that prevents or limits the Creator from adhering to these Terms, performing their obligations, or granting the rights and benefits outlined herein, or that may result in a conflict of interest.

- The use of the content and the exercise of the Intellectual Property Rights in the content by the Brand and Elli will not infringe upon any Intellectual Property Rights or other legal rights of any person or entity, nor give rise to liability or any obligation to pay compensation to any

4. Rights in Content:

4.1 All rights, title, and interest in all Intellectual Property Rights in the content created will be transferred to the Brand. Elli reserves the right to use the content created for its own marketing and advertising purposes, both on and outside the Elli Creators Platform.

4.2 In consideration of payment for the content, the Creator agrees to grant the following rights for each piece of content:

- The right to edit and reformat the content into different formats or versions for use by the Brand in various media as required.

- The transfer and assignment of all rights, title, and interest in all Intellectual Property Rights to the content created by the Creator and uploaded to the Elli Creators Platform, pertaining to the Brand's product, without further notification or consent from the Creator or any additional compensation.

- The right for the Brand to use the Creator's identity, the Creator's and third-party copyrighted work and performance in the content, and to communicate the content to the public in all languages and in various media, including online paid media, online owned media, social media, and other media channels.

- The right for the Brand to use, share, comment upon, and repost the content in all media, including social, online, digital, or other communication channels upon which the content was published.

- The Creator acknowledges and agrees that the Brand is not required to remove any content or its parts, comments, shares, or reposts of the content from any of its social, online, digital, or other communication channels.

H. Terms For Brands

1. To register a Brand Account on the Platform, the Brand must access the Platform and log in as required. This includes providing the Brand's full name, email address, office address, telephone number, and payment details. Creating a Brand Account on the Platform does not incur any charges.

2. Brands must adhere to the minimum spend requirement implemented by Elli, as indicated on the Elli website and the Platform. Elli reserves the right to change the minimum spend for Brand Accounts at its sole discretion.

3. Payment Terms for Brands:

- By using the Platform, you agree to pay Elli all fees and charges associated with the tasks created and approved by your Brand Account, in accordance with these Terms.

- Brands may request an invoice ("Invoice") for fees and charges expected to be incurred by the Brand during the task, prior to its commencement.

- In certain cases, Brands may be required to make an additional advanced payment for the task, if no specific payment terms are stated on an Invoice or agreed upon with Elli in writing, the standard payment terms apply and transactions made by credit card are charged upfront.

- Payment of all Invoices is due in accordance with these Terms.

- When creating a task for your Brand, you confirm that you are an authorized user of the card or account (as applicable) associated with your Brand Account and that you will pay the applicable charges. You agree that the provided card details are current, correct, and complete, and that the nominated card or account (as applicable) will cover the full amount of the charges. You must not pay or attempt to pay any charges through fraudulent or unlawful means. Upon receiving your task, we may conduct a standard pre-authorization check on your nominated card or account (as applicable) to verify the details provided and ensure sufficient funds to fulfill the task budget. The task may not commence until this pre-authorization check is completed.

I. Terms for Tasks

1. Elli reserves the right, at its sole discretion, to reject tasks that do not comply with these Terms or applicable laws.

2. By creating a task, you agree to the calculated price per content and confirm the task budget.

3. You must not attempt to instruct, coerce, or manipulate Creators to hide the commercial relationship between the Brand (Advertiser) and the Creator. Any such attempts may result in the immediate removal of the Brand from the Platform.

4. You acknowledge and agree that your right to use the content is strictly limited in accordance with these Terms.

5. You warrant that:

- You own the Intellectual Property Rights in the content you upload to the Platform and have the right to license the content to Elli and Creators as outlined in these Terms , or

- You have the right to license the content to Elli and Creators as outlined in these Terms, and

- You will not encourage or facilitate any misrepresentation or suggestion that the Brand or any entity has the approval or sponsorship of any other entity, which the Brand or entity does not have, and

- Any content you upload to the Platform does not contain any representations or material that you know or suspect (or ought reasonably to have known or suspected) to be false, misleading, or deceptive.

- The Brand acknowledges that Creators are independent third parties and are not directly controlled by Elli. As a consequence, any content may inherently involve the risk of negative or unflattering comments about the Brand's content, products, or services.

- You acknowledge that Elli has not made any warranties regarding the success of any task in relation to your business or commercial performance, the content, task, channel, or any other media, marketing communications channel, marketing or advertising task, promotion, or advertisement.

5. ACKNOWLEDGMENT

A. Elli and the Creator acknowledge that:

B. Nothing in these Terms requires the Brand to make use of any of the rights granted to the Brand by the Creator under this Agreement.

C. The Creator agrees to indemnify, defend, and hold harmless Elli and its related bodies corporate, personnel, servants, and agents from any loss, damages, and expenses, including reasonable attorney fees, arising from any claim, demand, action, suit, or proceedings brought by a third party in relation to:

D. The Brand agrees to indemnify, defend, and hold harmless Elli, its affiliates, and respective directors, officers, employees, successors, agents, and assigns against any loss, damages, and expenses, including reasonable attorney fees, arising from any claim, demand, action, suit, or proceedings brought by a third party in relation to:

E. Elli represents, warrants, and covenants that:

F. Elli agrees to indemnify, defend, and hold harmless the Brand, its affiliates, and its respective directors, officers, employees, successors, agents, and assigns against any loss, damages, and expenses, including reasonable attorney fees, arising from any claim, demand, action, suit, or proceedings brought by a third party in relation to:

6. RESTRICTIONS

We are under no obligation to enforce the Terms on your behalf against another user. While we encourage you to let us know if you believe another user has violated the Terms, we reserve the right to investigate and take appropriate action at our sole discretion.

A. You agree not to, and shall not assist, encourage, or enable others to use the Platform to:

B. You also agree not to, and shall not assist, encourage, or enable others to:

7. TERMINATION

A. You may terminate the Terms at any time by closing your account, discontinuing your use of the Platform, and providing Elli with a notice of termination.

B. We may close your account, suspend your ability to use certain portions of the Platform, and/or ban you altogether from the Platform for any or no reason, and without notice or liability of any kind. Any such action could prevent you from accessing your account, the Platform, Your Content, Platform Content, or any other related information.

8. GOVERNING LAW

By visiting the Platform, you acknowledge that the laws of the Delaware will govern these Terms, as well as any claim, cause of action or dispute that might arise between you and Elli (a "Claim"), without regard to conflict of law provisions. FOR ANY CLAIM BROUGHT BY EITHER PARTY, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF COURT IN Delaware.

9. PERLINKING TO OUR CONTENT

A. The following organizations may link to our Platform without prior written approval:

B. These organizations mentioned under Paragraph A, may link to our Platform, to publications or to other Platform information, as long as the link:

a. is not in any way deceptive;

b. does not falsely imply sponsorship, endorsement or approval of the linking party and its products and/or services; and

c. fits within the context of the linking party’s Platform.

C. We may consider and approve other link requests from the following types of organizations:

D. We may approve link requests from these organizations mentioned under Paragraph C, if we decide that:

a. the link would not make us look unfavorably to ourselves or to our accredited businesses;

b. the organization does not have any negative records with us;

c. the link is in the context of general resource information.

E. These organizations mentioned under Paragraph C, may link to our home page so long as the link:

a. is not in any way deceptive;

b. does not falsely imply sponsorship, endorsement or approval of the linking party and its products or services; and

c. fits within the context of the linking party’s Platform.

F. If you belong to the organizations mentioned under Paragraph C above, and are interested in linking to our Platform, you must inform us by sending an e-mail to [] . The e-mail should include your name, your organization name, contact information, the URL, a list of any URLs from which you intend to link to our Platform, and a list of the URLs on our Platform to which you would like to link. We shall respond within two (2) to three (3) weeks.

G. However, any approved organization may hyperlink to our Platform as follows:

10. IFRAMES

You may not create frames around our Platform that alter in any way the visual presentation or appearance of our Platform without our prior written approval.

11. CONTENT LIABILITY

We shall not be held responsible for any content that appears on your Platform. You agree to protect and defend us against all claims that is rising on your Platform. No link(s) should appear on any Platform that may be interpreted as libelous, obscene or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third-party rights.

12. RESERVATION OF RIGHTS

A. We reserve the right to request that you remove all links to our Platform. You approve to immediately remove all links to our Platform upon request. By continuously visiting our Platform, you agree to be bound to and follow these Terms.

B. We also reserve the right to amend these Terms and it’s linking policy at any point in time.

13. REMOVAL OF LINKS FROM OUR PLATFORM

A. If you find any link on our Platform that is offensive for any reason, you have the right to contact and inform us at any moment. We will consider requests to remove links. However, we shall not be obligated to remove such links, or to respond to you directly.

B. We do not ensure that the information on this Platform is correct, we do not warrant its completeness or accuracy; nor do we promise to ensure that the Platform remains available or that the material on the Platform is kept up to date.

14. INDEMNITY

You agree to indemnify, defend, and hold Elli , its parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them (collectively, the "Elli Entities") harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party arising out of or relating to (i) your access to or use of the Platform, (ii) your violation of the Terms, or (iii) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. Elli reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any such matter without the prior written consent of Elli. Additionally, Elli will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

15. DISCLAIMER AND LIMITATIONS OF LIABILITY

PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF ELLI ENTITIES TO YOU. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. IF YOU ARE UNSURE ABOUT THIS OR ANY OTHER SECTION OF THESE TERMS, PLEASE CONSULT WITH A LEGAL PROFESSIONAL PRIOR TO ACCESSING OR USING THE PLATFORM. BY ACCESSING OR USING THE PLATFORM, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS, INCLUDING THIS SECTION. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS.

A. THE PLATFORM IS MADE AVAILABLE TO YOU ON AN "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE" BASIS, WITH THE EXPRESS UNDERSTANDING THAT THE ELLI ENTITIES MAY NOT MONITOR, CONTROL, OR VET USER CONTENT. AS SUCH, YOUR USE OF THE PLATFORM IS AT YOUR OWN DISCRETION AND RISK. THE ELLI ENTITIES MAKE NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE PLATFORM, ITS SAFETY OR SECURITY, OR THE PLATFORM CONTENT. ACCORDINGLY, THE ELLI ENTITIES ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE PLATFORM’S INOPERABILITY, UNAVAILABILITY OR SECURITY VULNERABILITIES OR FROM YOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF THE BUSINESS LISTINGS, RATINGS, REVIEWS (INCLUDING THEIR CONTENT, ORDER, AND DISPLAY), OR METRICS FOUND ON, USED ON, OR MADE AVAILABLE THROUGH THE PLATFORM.

B. ELLI ENTITIES MAKE NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, SUCH AS THE BUSINESSES OR ADVERTISERS LISTED ON THE PLATFORM OR THE PLATFORM’S USERS. 13 ACCORDINGLY, ELLI ENTITIES ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THEIR ACTIONS OR OMISSIONS, INCLUDING, FOR EXAMPLE, IF ANOTHER USER OR BUSINESS MISUSES YOUR CONTENT, IDENTITY OR PERSONAL INFORMATION, OR IF YOU HAVE A NEGATIVE EXPERIENCE WITH ONE OF THE BUSINESSES OR ADVERTISERS LISTED OR FEATURED ON THE PLATFORM. YOUR PURCHASE AND USE OF PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES THROUGH THE PLATFORM IS AT YOUR OWN DISCRETION AND RISK.

C. ELLI ENTITIES EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO THE SERVICES OFFERED BY BUSINESSES LISTED ON THE PLATFORM, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED TO YOU BY A REPRESENTATIVE OF ONE OF ELLI ENTITIES SHALL CREATE A REPRESENTATION OR WARRANTY.

D. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE PLATFORM, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE PLATFORM.

E. ELLI ENTITIES DISCLAIM LIABILITY AND EXCLUDE ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS RELATING TO OUR PLATFORM AND THE USE OF THIS PLATFORM FOR (I) DEATH OR PERSONAL INJURY; FOR (ii)INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (iii) LOSS OF PROFITS, (iv) BUSINESS INTERRUPTION, (v) REPUTATIONAL HARM, OR (v) LOSS OF INFORMATION OR DATA; (vi) FOR FRAUD OR FRAUDULENT MISREPRESENTATION; LIABILITIES IN ANY WAY THAT IS NOT PERMITTED UNDER APPLICABLE LAW; OR LIABILITIES THAT MAY NOT BE EXCLUDED UNDER APPLICABLE LAW.

F. THE LIMITATIONS AND PROHIBITIONS OF LIABILITY SET IN THIS SECTION AND ELSEWHERE IN THIS DISCLAIMER GOVERN ALL LIABILITIES ARISING UNDER THE DISCLAIMER, INCLUDING LIABILITIES ARISING IN CONTRACT, IN TORT AND FOR BREACH OF STATUTORY DUTY.

G. PARTS OF THIS PLATFORM OFFER AN OPPORTUNITY FOR USERS TO POST AND EXCHANGE OPINIONS AND INFORMATION IN CERTAIN AREAS OF THE PLATFORM. HOWEVER, ELLI DOES NOT FILTER, EDIT, PUBLISH OR REVIEW COMMENTS PRIOR TO THEIR PRESENCE ON THE PLATFORM. COMMENTS DO NOT REFLECT THE VIEWS AND OPINIONS OF ELLI, ITS AGENTS AND/OR AFFILIATES. COMMENTS REFLECT THE VIEWS AND OPINIONS OF THE PERSON WHO POSTS THEIR VIEWS AND OPINIONS. TO THE EXTENT PERMITTED BY APPLICABLE LAWS, ELLI SHALL NOT BE LIABLE FOR THE COMMENTS OR FOR ANY LIABILITY, DAMAGES OR EXPENSES CAUSED AND/OR SUFFERED AS A RESULT OF ANY USE OF AND/OR POSTING OF AND/OR APPEARANCE OF THE COMMENTS ON THIS PLATFORM.

H. ELLI SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE OF ANY NATURE.

16. GENERAL PROVISIONS

A. We reserve the right to modify, update, or discontinue the Platform at our sole discretion, at any time, for any or no reason, and without notice or liability.

B. The Terms contain the entire agreement between you and us regarding the use of the Platform, and supersede any prior agreement between you and us on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms.

C. Any failure on Elli's part to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

D. If any provision of the Terms is found to be unenforceable or invalid, then only that provision shall be modified to reflect the parties' intention or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable.

E. The Terms, and any rights or obligations hereunder, are not assignable, transferable or sub-licensable by you except with Elli's prior written consent, but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these Terms and be void.